Common use of The Revolving Credit Clause in Contracts

The Revolving Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount, as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12), being referred to herein as such Revolving Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: First Lien Credit Agreement (GSE Holding, Inc.)

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The Revolving Credit. (i) Prior to the effectiveness of the FirstFifth Amendment, (x) the Original Revolving Lenders committed to make certain Loans (collectively, the “Original Revolving Loans”) to the Borrower (and the aggregate outstanding principal amount of such Original Revolving Loans immediately prior to the effectiveness of the FirstFifth Amendment (but exclusive of any PIK Interest which has accrued on or prior to the effectiveness of the Fifth Amendment) is $20,000,000) and, (y) there were no Letters of Credit Issued under Section 1.1(c) and (z) the LIFO Revolving Lenders committed to make certain LIFO Revolving Loans (as defined below) to the Borrower (and the aggregate outstanding principal amount of such LIFO Revolving Loans immediately prior to the effectiveness of the Fifth Amendment is $15,000,000). The commitments to provide the Original Revolving Loans are, as of the FirstFifth Amendment Date, as set forth on Schedule 1.1(b) under the heading “Original Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Original Revolving Loan Commitment”). Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Original Revolving Lender severally and not jointly agrees to make Original Revolving Loans to the Borrower (unless the context shall otherwise require, the term “Original Revolving Loan” shall include any Incremental Revolving Loan) from time to time on any Business Day during the period from and including the Restatement Effective Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding such Lenders’ Original Revolving Loan Commitment (unless the context shall otherwise require, the term “Original Revolving Loan Commitments” shall include the Incremental Revolving Loan Commitments); provided, however, that after giving effect to any Borrowing of Original Revolving Loans, the aggregate principal amount of all outstanding Original Revolving Loans shall not exceed the Maximum Original Revolving Loan Balance. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each LIFO Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “LIFO Revolving Loan” and, together with each Original Revolving Loan, a “Revolving Loan”) from time to time on any Business Day during the period from and including the Closing First Amendment Date through the Final Availability LIFO Maturity Date, in an aggregate amount not to exceed at any time outstanding such Lender’s LIFO Revolving Loan Commitment, which LIFO Revolving Loan Commitments, as of the amount Firstimmediately following the effectiveness of the Fifth Amendment Date, are set forth opposite such Lender’s name in on Schedule 1.1(b) under the heading “LIFO Revolving Loan Commitments” (such amount, amount as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12)Agreement, being referred to herein as such Lender’s “LIFO Revolving Loan Commitment” and, together with such Lender’s Original Revolving Loan Commitment, such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of LIFO Revolving Loans, the aggregate principal amount of all outstanding LIFO Revolving Loans shall not exceed the Maximum LIFO Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: Credit Agreement (Spinal Elements Holdings, Inc.)

The Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained hereinhereinafter set forth, each Revolving Lender severally and not jointly agrees to make Loans in Dollars or an Offshore Currency to the Company, and (subject to compliance with subsection 2.01(b)) in an Offshore Currency to each Additional Borrower (each such Loan, sometimes referred to as a "Revolving Loan" and, collectively, the "Revolving Loans") from time to time on any Business Day during the period from the Closing Date through the Final Availability DatePeriod, in an aggregate amount (determined in Dollars, including, when applicable, in accordance with the Equivalent Amount of any requested and outstanding Offshore Currency Loans pursuant to subsection 2.05(a)) not to exceed at any time outstanding the Dollar amount set forth opposite such Lender’s Bank's name in Schedule 1.1(b) SCHEDULE 2.01 under the heading “Revolving Loan Commitments” "Commitment" (such amount, amount as the same may be reduced or increased from time to time as a result of a reduction in accordance with this Agreement (including the Commitments pursuant to Section 1.12)2.06 or as a result of any assignment pursuant to Section 9.04, being referred to herein as such Revolving Lender’s “Revolving Loan Commitment”Bank's "COMMITMENT"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Borrowing of Revolving Loans, that the aggregate principal amount Effective Amount of all outstanding Revolving Loans PLUS the Effective Amount of all L/C Obligations shall not exceed the Total Commitment; PROVIDED FURTHER that the Effective Amount of all Offshore Currency Loans shall not exceed the Maximum Offshore Currency Commitment; and PROVIDED FURTHER, that the Effective Amount of the Revolving Loan BalanceLoans of any Bank PLUS the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Subject Revolving Loans may be made in Dollars (in the case of ABR Loans and CD Rate Loans) and in Dollars or Offshore Currencies (in the case of Eurocurrency Loans and Letters of Credit). Within the foregoing limits, and subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) the Borrowers may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect borrow under this subsection 2.01(a), prepay pursuant to any reduction thereof Section 2.07 and reborrow pursuant to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been establishedthis subsection 2.01(a). If at any time The Total Commitment on the then outstanding principal balance date of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (100,000,000 and is allocated among the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, Banks as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving ShareSCHEDULE 2.01.

Appears in 1 contract

Samples: Credit Agreement (Solectron Corp)

The Revolving Credit. All commitments in existence immediately prior to the Fourth Amendment Date to make Revolving Loans are hereby terminated (and the only commitments to make Revolving Loans on and after the Fourth Amendment Date are the Revolving Loan Commitments set forth on Schedule 1.1(b)-Supplement). Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Fourth Amendment Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) 1.1(b)-Supplement under the heading “Revolving Loan Commitments” (such amount, amount as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12)Agreement, being referred to herein as such Revolving Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will be equal (i) to the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (Ii) the aggregate amount of Letter of Credit Obligations plus (IIii) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established)Loans. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans.) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: Credit Agreement (Affymetrix Inc)

The Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Revolving Lender severally and not jointly agrees to make Loans loans to the Borrower (each such Loan, a “Revolving Loan”) Companies from time to time on any Business Day during the period from the Closing Date through to the Final Availability Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in on Schedule 1.1(b) under the heading “Revolving Loan Commitments” 2.01 (such amount, amount as the same may be reduced under Section 2.05 or increased from time to time in accordance with this Agreement (including pursuant to as a result of one or more assignments under Section 1.12)11.08, being referred to herein as such Revolving Lender’s “Revolving Loan the Bank's "Commitment"); provided, however, provided that, after giving effect to any Borrowing of Revolving Loans, Credit Extension: (a) the aggregate principal amount Effective Amount of all outstanding Revolving Loans and L/C Obligations together shall not at any time exceed the Maximum Revolving Loan Balancecombined Commitments; and (b) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Bank shall not at any time exceed such Bank's Commitment. Subject Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, amounts borrowed any Company may borrow under this subsection 1.1(b) may be repaid (Section 2.01, prepay under Section 2.06 and reborrow under this Section 2.01. Each of the Companies understands and agrees that the commitments of the "Banks" under the Existing Facility to make advances under the Existing Facility terminate, without premium or penalty except asnecessity of further act of the parties, upon execution of this Agreement by the Companies. Each of the Companies confirms and acknowledges its obligations to pay all amounts due under the Existing Facility, and to each covenants and agrees that the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As proceeds of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding initial borrowings under this Agreement is $2,431,391.00 shall be used to pay all principal and accrued interest (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(bif any) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and amounts due under the termination of, the First Lien Revolving Existing Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: Credit Agreement (Esterline Technologies Corp)

The Revolving Credit. Subject to Each Lender severally agrees, on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Revolving Lender severally and not jointly agrees to make Committed Loans to the Borrower Company (each such Loanor a Borrowing Subsidiary, a “Revolving Loan”if applicable) from time to time on any Business Day during the period from the Closing Date through to the Final Availability Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in on Schedule 1.1(b) under the heading “Revolving Loan Commitments” 2.01 (such amount, amount as the same may be increased under Section 2.10 or reduced under Section 2.08 or increased from time to time in accordance with this Agreement (including pursuant to changed as a result of one or more assignments under Section 1.12)11.08, being referred to herein as such Revolving the Lender’s “Revolving Loan 's "Commitment"); provided, however, that, after giving effect the aggregate amount of the Commitments of the Lenders shall be deemed used from time to any Borrowing time to the extent of Revolving the aggregate amount of the Bid Loans then outstanding and such deemed usage of the aggregate amount of the Commitments shall be applied to the Lenders ratably according to their Pro Rata Share. Subject to Section 2.15, the aggregate Dollar Equivalent principal amount of all outstanding Committed Loans, together with the aggregate principal amount of all outstanding Revolving Loans Bid Loans, shall not at any time exceed the Maximum Revolving Loan Balancecombined Commitments. Subject Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, amounts borrowed the Company (or any Borrowing Subsidiary, if applicable) may borrow under this subsection 1.1(b) Section 2.01, prepay under Section 2.09 and reborrow under this Section 2.01. Subject to Section 2.03(d), the Committed Loans may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal be (i) the Aggregate Revolving Loan Commitment then in effect less Base Rate Loans, (ii) the sum of Eurodollar Loans, (Iiii) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof subject to the extent limitations set forth herein) Eurocurrency Loans or (iv) a requested Revolving Loan shall be utilized to pay interest for which combination thereof, as determined by the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan BalanceCompany (or a Borrowing Subsidiary, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”if applicable) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything notified to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates U.S. Agent in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility)2.03, which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other provided that no Committed Loan Documents), (ii) Revolving Loans shall be made as a Eurodollar Loan or funded if, a Eurocurrency Loan after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal day that is one month prior to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving ShareTermination Date.

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Alberto Culver Co)

The Revolving Credit. (i) Prior to the effectiveness of the FifthSixth Amendment, (x) the Original Revolving Lenders committed to make certain Loans (collectively, the “Original Revolving Loans”) to the Borrower (and the aggregate outstanding principal amount of such Original Revolving Loans immediately prior to the effectiveness of the FifthSixth Amendment (but exclusive of any PIK Interest which has accrued on or prior to the effectiveness of the FifthSixth Amendment) is $20,000,000), (y) there were no Letters of Credit Issued under Section 1.1(c) and (z) the LIFO Revolving Lenders committed to make certain LIFO Revolving Loans (as defined below) to the Borrower (and the aggregate outstanding principal amount of such LIFO Revolving Loans immediately prior to the effectiveness of the FifthSixth Amendment is $15,000,00030,000,000). The commitments to provide the Original Revolving Loans are, as of the FifthSixth Amendment Date, as set forth on Schedule 1.1(b) under the heading “Original Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Original Revolving Loan Commitment”). Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Original Revolving Lender severally and not jointly agrees to make Original Revolving Loans to the Borrower (unless the context shall otherwise require, the term “Original Revolving Loan” shall include any Incremental Revolving Loan) from time to time on any Business Day during the period from and including the Restatement Effective Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding such Lenders’ Original Revolving Loan Commitment (unless the context shall otherwise require, the term “Original Revolving Loan Commitments” shall include the Incremental Revolving Loan Commitments); provided, however, that after giving effect to any Borrowing of Original Revolving Loans, the aggregate principal amount of all outstanding Original Revolving Loans shall not exceed the Maximum Original Revolving Loan Balance. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each LIFO Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “LIFO Revolving Loan” and, together with each Original Revolving Loan, a “Revolving Loan”) from time to time on any Business Day during the period from and including the Closing First Amendment Date through the Final Availability LIFO Maturity Date, in an aggregate amount not to exceed at any time outstanding such Lender’s LIFO Revolving Loan Commitment, which LIFO Revolving Loan Commitments, immediately following the amount effectiveness of the FifthSixth Amendment, are set forth opposite such Lender’s name in on Schedule 1.1(b) under the heading “LIFO Revolving Loan Commitments” (such amount, amount as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12)Agreement, being referred to herein as such Lender’s “LIFO Revolving Loan Commitment” and, together with such Lender’s Original Revolving Loan Commitment, such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of LIFO Revolving Loans, the aggregate principal amount of all outstanding LIFO Revolving Loans shall not exceed the Maximum LIFO Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: Credit Agreement (Spinal Elements Holdings, Inc.)

The Revolving Credit. Subject to the terms and conditions of this Agreement and in reliance upon hereof, the representations and warranties of Banks agree to extend a revolving credit (the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans "REVOLVING CREDIT") to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (each such Loani) the Commitments or (ii) the Available Borrowing Base as then determined and computed, a “Revolving Loan”) which may be availed of by the Borrower in its discretion from time to time on any Business Day during time, be repaid and used again, to but not including the period from Termination Date. The Revolving Credit, subject to all of the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount, as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12), being referred to herein as such Revolving Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid (without premium utilized by the Borrower in the form of Domestic Rate Loans or penalty except asEurodollar Loans, and all as more fully hereinafter set forth. The maximum amount of the Revolving Credit which each Bank agrees to extend to the extent, Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 10.412.9 hereof (its "COMMITMENT" and cumulatively for all the Banks the "COMMITMENTS") and reborrowed from time (subject to timeany reductions thereof pursuant to the terms hereof). The “Maximum Revolving Loan Balance” from time obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to time will equal (i) the Aggregate Revolving Loan Commitment then extend credit hereunder in effect less (ii) the sum excess of (I) the aggregate amount its Commitment. Each Borrowing of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized made ratably from the Banks in proportion to pay interest for which their respective Commitments. On the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate Borrower hereby promises to prepay all Eurodollar Loans outstanding principal amount under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of Revolving Loans (such outstanding Revolving Loansthe Original Credit Agreement with respect to, and only with respect to, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (prepayment of such Eurodollar Loans currently outstanding under the “Revolving Loan Cap”Original Credit Agreement) and the aggregate face value of all Letters of Credit (such outstanding Letters of Creditthereafter, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything subject to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Documentterms and conditions hereof, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans there shall be made or funded or Letters such nonratable Borrowings of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap and repayments thereof as shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, necessary so that after giving effect to such Issuance, thereto the aggregate face amount Banks each hold their ratable share of all Issued and Loans then outstanding Letters of Credit shall exceed the LC Facility Cap in proportion to their respective Commitments (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(binitially constitute Domestic Rate Loans). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.SECTION 2.

Appears in 1 contract

Samples: World Acceptance Corp

The Revolving Credit. Subject Holdings hereby acknowledges and agrees that pursuant to the Existing Credit Agreement, the Existing Lenders provided to Holdings revolving loans from time to time in an aggregate principal amount of up to $190,000,000, of which [$ ] in aggregate principal amount is outstanding on the date hereof. On the terms and subject to the conditions set forth herein, the parties hereto hereby acknowledge and agree that on and after the Effective Date, each Remaining Lender and each New Lender that desires to provide a portion of the revolving credit facility shall be a Revolving Lender under this Agreement and in reliance upon the representations other Loan Documents with Revolving Commitments and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower Proportionate Shares as set forth on Schedule 2.01 attached hereto (each such Loancommitment, a “Revolving LoanCommitment”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time the Aggregate Revolving Commitment, with the rights, duties and obligations of such a Lender under this Agreement and the other Loan Documents. To effect the foregoing, on the Effective Date, Administrative Agent shall calculate the Revolving Proportionate Share of each Remaining Lender and each New Lender in each revolving loan then outstanding the amount set forth opposite (each such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amountloan, as the same may be reduced or increased together with all other loans advanced from time to time in accordance with this Agreement (including pursuant to this Section 1.122.01(b), being referred a “Revolving Loan”). Based upon such calculation, each New Lender and any applicable Remaining Lender shall purchase from the Departing Lenders (and, to herein the extent necessary, the other Remaining Lenders) such shares in the outstanding Revolving Loans (as well as any outstanding L/C Obligations and Swingline Loans) as Administrative Agent determines is necessary to cause each Remaining Lender and each New Lender to hold Revolving Loans (as well as L/C Obligations and Swingline Loans) in each outstanding Revolving Loan Borrowing in a principal amount equal to such Remaining Lender’s and such New Lender’s Proportionate Share of such Revolving Lender’s “Loan Borrowings and Holdings, the Company and the Guarantors shall have no further obligations with respect to the Existing Credit Facility. On and after the Effective Date, on the terms and subject to the conditions of this Agreement, each Revolving Lender severally agrees to advance to Holdings from time to time during the period beginning on the Effective Date and ending on the Revolving Loan Commitment”)Maturity Date such loans in Dollars as Holdings may request under this Section 2.01; provided, however, that, that (i) after giving effect to any Borrowing of Revolving Loans, (A) the aggregate principal amount Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed an amount equal to the Maximum lesser of (1) the combined Revolving Loan BalanceCommitments of the Revolving Lenders and (2) the Borrowing Base; and (B) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment. Subject Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, amounts borrowed Holdings may borrow under this subsection 1.1(b) may be repaid (without premium or penalty except asSection 2.01, prepay under Section 2.07 and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding reborrow under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share2.01.

Appears in 1 contract

Samples: Credit Agreement (Building Materials Holding Corp)

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The Revolving Credit. (i) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower Borrowers (each such LoanLoan and each Incremental Revolving Loan (if any), a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding such Xxxxxx’s Revolving Loan Commitment, which Revolving Loan Commitments, as of the amount Closing Date, are set forth on Schedule 2.1(b) opposite such LenderXxxxxx’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount, as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12), being referred to herein as such Revolving Lender’s “Revolving Loan Commitment); provided, however, provided that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans Total Loan Balance shall not exceed the Maximum Revolving Loan BalanceCap. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(bSection 2.1(b) may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum (ii) [Reserved]. (iii) [Reserved]. (iv) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 3.2), Agent is authorized by the Borrower Representative and the Revolving Loan Balance” Lenders, from time to time will equal in Agent’s Permitted Discretion (i) but shall have absolutely no obligation), to make Revolving Loans to the Borrower Representative, on behalf of all Lenders at any time that any condition precedent set forth in Section 3.2 has not been satisfied or waived, which Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the Aggregate Revolving Loan Commitment then in effect less Exposure (iiincluding such Protective Advance) to exceed the sum of (I) Consolidated Borrowing Base; provided that the aggregate amount of Letter of Credit Obligations outstanding Protective Advances, plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Creditother Aggregate Revolving Exposure, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.the

Appears in 1 contract

Samples: Credit Agreement (Phreesia, Inc.)

The Revolving Credit. (a) Subject to all of the terms and conditions of this Agreement and in reliance upon hereof, the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly Bank agrees to make Loans extend a Revolving Credit to the Borrower (each such Loan, a “Revolving Loan”) Company which may be availed of by the Company in its discretion from time to time on any Business Day time, be repaid and used again, during the period from the Closing Date through date hereof to and including the Final Availability Revolving Credit Termination Date. The Revolving Credit may be utilized by the Company in the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and L/Cs (as hereinafter defined), in an provided that the aggregate amount of the Revolving Credit Loans and Reimbursement Obligations (as hereinafter defined) and the maximum amount available to be drawn under all L/Cs outstanding at any one time shall not exceed $75,000,000 (the "Revolving Credit Commitment"). Each Revolving Credit Loan shall be in a minimum amount of $100,000 or any greater amount that is an integral multiple of $50,000. All Revolving Credit Loans shall be evidenced by a Revolving Credit Note of the Company (the "Revolving Credit Note") payable to exceed the order of the Bank in the amount of its Revolving Credit Commitment, such Revolving Credit Note to be in the form attached hereto as Exhibit A. Without regard to the face principal amount of the Revolving Credit Note, the actual principal amount at any time outstanding and owing by the amount set forth opposite such Lender’s name in Schedule 1.1(b) under Company on account thereof during the heading “period ending on the Revolving Loan Commitments” (such amount, as the same may Credit Termination Date shall be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12), being referred to herein as such Revolving Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate all advances then or theretofore made thereon less all principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate payments actually received thereon during such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Shareperiod.

Appears in 1 contract

Samples: Credit Agreement (Northland Cranberries Inc /Wi/)

The Revolving Credit. Subject to Each Revolving Lender severally agrees, on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Revolving Lender severally and not jointly agrees to make Loans loans to the Borrower Company (each such Loanloan, a "Revolving Loan”) "), from time to time on any Business Day during the period from the Closing Restatement Date through to the Final Availability Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount, as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12), being referred to herein as such Revolving Lender’s “'s Revolving Loan Commitment”)Percentage of the aggregate amount of the Revolving Commitments; provided, however, provided that, after giving effect to any Borrowing of Revolving Loans, (x) the aggregate principal amount sum of the Effective Amount of all outstanding Revolving Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations shall not exceed (y) the Maximum lesser of (1) the aggregate amount of the Revolving Loan BalanceCommitments and (2) the Borrowing Base; provided, further, however, that the Company may borrow an amount up to the amount of the Redemption Reserve at any time and from time to time if the Company delivers to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, to the effect that the Company will use the proceeds of such borrowing allocable to the Redemption Reserve to finance any or all of the Permitted Redemptions or to fund the prepayment described in subsection 2.8(a)(x), but in no event shall any such borrowing cause the Effective Amount of all Revolving Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations to exceed the lesser of (x) the Borrowing Base (for this purpose, determined without deducting the Redemption Reserve as contemplated by clause (f) of the definition of "Borrowing Base") and (y) the aggregate amount of the Revolving Commitments. Subject Within the foregoing limits, and subject to the other terms and conditions hereof, amounts borrowed the Company may borrow under this subsection 1.1(b) may be repaid (without premium or penalty except as2.1(c), prepay under Section 2.7 and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding reborrow under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”subsection 2.1(c), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: Credit Agreement (Del Monte Foods Co)

The Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained set forth herein, each Revolving Lender severally and not jointly agrees to make Loans loans to the Borrower Company (each such Loanloan, a “Revolving Loan”"REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Special Funding Date through to the Final Availability Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12)as a result of one or more assignments under SECTION 10.08, being referred to herein as such Revolving Lender’s “Revolving Loan Commitment”the Bank's "REVOLVING LOAN COMMITMENT"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Borrowing of Revolving LoansLoans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the aggregate principal amount respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the Maximum combined Revolving Loan BalanceCommitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Subject Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, amounts borrowed the Company may borrow under this subsection 1.1(b) may be repaid (without premium or penalty except asSECTION 2.01(b), prepay under SECTION 2.08 and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Amendment Revolving Loans”) is $19,111,569.48 (the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Amendment LCs”) Issued and outstanding reborrow under this Agreement is $2,431,391.00 (the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”SECTION 2.01(b), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents), (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount”, in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: Credit Agreement (Waterlink Inc)

The Revolving Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount, as the same may be reduced or increased from time to time in accordance with this Agreement (including pursuant to Section 1.12), being referred to herein as such Revolving Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid (without premium or penalty except as, and to the extent, set forth in Section 10.4) and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will equal (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans plus (III) the Interest Reserve (after giving effect to any reduction thereof to the extent a requested Revolving Loan shall be utilized to pay interest for which the Interest Reserve has been established). If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. As of the Sixth Seventh Amendment Effective Date, the aggregate outstanding principal amount of Revolving Loans (such outstanding Revolving Loans, the “Sixth Seventh Amendment Revolving Loans”) is $19,111,569.48 18,815,125.99 (as such amount may be reduced by any payments in respect thereof, the “Revolving Loan Cap”) and the aggregate face value of all Letters of Credit (such outstanding Letters of Credit, the “Sixth Seventh Amendment LCs”) Issued and outstanding under this Agreement is $2,431,391.00 1,988,026.03 (as such amount may be reduced by the cancellation or termination of any Letter of Credit Existing as of the Seventh Amendment Effective Date, the “LC Facility Cap”; the LC Facility Cap together with the Revolving Loan Cap are sometimes referred to herein collectively as the “Revolving Facility Cap”), in each case, as set forth on Schedule 1.1(b). Notwithstanding anything to the contrary set forth in this Section 1.1(b) or anywhere else in the Credit Agreement or any other Loan Document, from and after the Sixth Seventh Amendment Effective Date (a) prior to the repayment in full of all revolving loans and other obligations under, under (including the cash collateralization of all letters of credit issued thereunder) and the termination of, the First Lien Revolving Facility, no further Revolving Loans shall be made or funded or Letters of Credit Issued hereunder (provided, Revolving Loans may be funded solely to pay any L/C Reimbursement Obligations that may arise in respect of Sixth Seventh Amendment LCs, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (b) until the Required Leverage Date shall occur, no (i) Letters of Credit shall be Issued if, after giving effect to such Issuance, the aggregate face amount of all Issued and outstanding Letters of Credit shall exceed the LC Facility Cap (provided, the LC Facility Cap shall be increased on the date the First Lien Revolving Facility terminates in accordance with Section 4.19 by an amount equal to the aggregate face amount of all “Letters of Credit” (as defined in the First Lien Revolving Facility), which such aggregate amount shall not in any event exceed $600,000, issued and outstanding as of such date of termination, whereupon all such “Letters of Credit” thereunder shall automatically become and be deemed to constitute Letters of Credit hereunder for all purposes of this Agreement and the other Loan Documents)Cap, (ii) Revolving Loans shall be made or funded if, after giving effect to such making or funding, the aggregate outstanding principal amount of Revolving Loans shall exceed the Revolving Loan Cap (except in respect of Revolving Loans funded solely to pay L/C Reimbursement Obligation arising in respect of a Letter of Credit Issued in accordance herewith, whereupon the Revolving Loan Cap shall be deemed to have increased, and the LC Facility Cap reduced, by such amount) and (iii) Revolving Loans shall be made or funded and no Letters of Credit shall be Issued if, after giving effect to such making, funding or Issuance, the sum of (y) aggregate outstanding principal amount of Revolving Loans and (z) all Issued and outstanding Letters of Credit, shall exceed the Revolving Facility Cap. Upon the effectiveness of the First Lien Revolving Facility, each Revolving Lender’s Revolving Loan Commitment hereunder shall be deemed automatically reduced on a dollar for dollar basis by an amount equal to the aggregate principal amount of such Revolving Lender’s commitment in respect of the First Lien Revolving Facility; provided, the aggregate principal amount of the reductions to the Revolving Loan Commitments shall not exceed $8,000,000. The outstanding principal amount of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall not be reduced or otherwise modified solely as a result of the reduction of the Revolving Loan Commitments described above. The Sixth Amendment Revolving Loans and Letter of Credit Obligations in respect of Sixth Amendment LCs held by a Revolving Lender are referred to herein collectively as such Revolving Lender’s “Pre-Amendment Revolving Share” and all such Pre-Amendment Revolving Shares are referred to herein collectively as the “Aggregate Pre-Amendment Revolving Amount., in each case, as such amounts are set forth on Schedule 1.1(b). As a result of the foregoing, until the Commitment Reinstatement Date (as defined below) (i) interest and fees in respect of the Sixth Amendment Revolving Loans and the Sixth Amendment LCs shall accrue for the benefit of each Revolving Lender based on each such Revolving Lender’s Pre-Amendment Revolving Share, (ii) all payments of principal and interest in respect of Sixth Amendment Revolving Loans and Sixth Amendment LCs, shall be paid, allocated and applied to the Aggregate Pre-Amendment Revolving Amount on a pro rata basis based on each Revolving Lender’s Pre-Amendment Revolving Share and (iii) the Unused Commitment Fee accruing and payable to each Revolving Lender shall be calculated based upon such Revolving Lender’s Revolving Loan Commitment after giving effect to the Sixth Amendment and such Revolving Lender’s Pre-Amendment Revolving Share.

Appears in 1 contract

Samples: First Lien Credit Agreement (GSE Holding, Inc.)

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