Additional Revolving Commitments. Eversource may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that: (a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof; (b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase; (c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; (d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; (e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and (f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement
Additional Revolving Commitments. Eversource may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource to the Administrative Agent, Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars TWO HUNDRED FIFTY MILLION DOLLARS ($100,000,000250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing)Lender; provided, provided that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), 10,000,000 and in integral multiples of Five Million Dollars ($5,000,000) 5,000,000 in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, increase or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, Commitment and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: Agent (iA) a certificate of each Borrower, Borrower dated as of the date of such increase (in sufficient copies for each Lender), executed ) signed by a Responsible Officer of the applicable Borrower, such Borrower (A1) certifying and attaching the resolutions adopted by such Borrower approving, approving or consenting to, to such increase, and (B2) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, correct in all material respects, on, respects on and as of, of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they are true and correct, correct in all material respects, respects as of such earlier date (date, and except that, that for purposes of this Section 2.152.16, the representations and warranties contained in Section 6.05(asubsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and Section 7.01(b(b), respectively); , of Section 7.01, and (iiB) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable nonratable increase in the Revolving Commitments under this Section 2.15Section.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co)
Additional Revolving Commitments. Eversource may(a) On one or more occasions, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, increase during the Aggregate Revolving Commitments (but not Availability Period, the Swing Line Sublimit or any Borrower Sublimit) by a maximum may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of up to One-Hundred Million Dollars (all the Additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) with additional the date on which the Borrower proposes that the Additional Revolving Commitments from any existing Lender with shall be effective, which shall be a Revolving Commitment date not less than 10 Business Days (or new Revolving Commitments from any other Person selected such shorter period as may be agreed to by Eversource and acceptable the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent Agent; and (ii) the Swing Line Lender (or a combination amount of the foregoing); providedAdditional Revolving Commitments being requested, that:
(a) any such increase which shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;.
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall exist have occurred and be continuing at on the time date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such increaserepresentation and warranty that expressly relates to a prior date, or would result from any Borrowing in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the day date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such increase;
(c) no existing Lender shall amendments to this Agreement and the other Loan Documents as may be under any obligation necessary or appropriate, in the opinion of the Administrative Agent, to increase its Revolving Commitment, and any such decision as give effect to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;the provisions of this Section.
(d) It is agreed that (i) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or approached to provide any existing Lender electing to increase its Additional Revolving Commitment shall have executed a commitment agreement satisfactory may elect or decline, in its sole discretion, to the Administrative Agent;
provide such Additional Revolving Commitment and (eii) any existing Lender or any new Lender providing Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a portion of the increase in Revolving Commitments shall Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent Agent, the Issuing Bank and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to . Upon the Administrative Agent: (i) a certificate effectiveness of each Borrower, dated as an Additional Revolving Commitment of the date of such increase (in sufficient copies for each any Additional Revolving Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying such Additional Revolving Lender shall be deemed to be a “Lender” and attaching a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the resolutions adopted by such Borrower approvingrights of, or consenting and benefits accruing to, such increaseLenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of Eversourceeffectiveness of any Additional Revolving Commitments, certifying that, before and of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished made pursuant to Section 7.01(a) and Section 7.01(b2.8(e), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.
Appears in 2 contracts
Sources: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Additional Revolving Commitments. Eversource The Borrower may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource the Borrower to the Administrative Agent, Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars FIFTY MILLION DOLLARS ($100,000,00050,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource the Borrower and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing)Lender; provided, provided that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), 10,000,000 and in integral multiples of Five Million Dollars ($5,000,000) 5,000,000 in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, increase or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, Commitment and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource the Borrower shall deliver to the Administrative Agent: Agent (iA) a certificate of each Borrower, the Borrower dated as of the date of such increase (in sufficient copies for each Lender), executed ) signed by a Responsible Officer of the applicable Borrower, Borrower (A1) certifying and attaching the resolutions adopted by such the Borrower approving, approving or consenting to, to such increase, and (B2) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, correct in all material respects, on, respects on and as of, of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they are true and correct, correct in all material respects, respects as of such earlier date (date, and except that, that for purposes of this Section 2.152.16, the representations and warranties contained in Section 6.05(asubsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and Section 7.01(b(b), respectively); , of Section 7.01, and (iiB) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable nonratable increase in the Revolving Commitments under this Section 2.15Section.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co)
Additional Revolving Commitments. Eversource may1.1. Each Commitment Increase Lender hereby acknowledges and agrees that it hereby provides an increase to its Revolving Commitment or a new Revolving Commitment, at any time and from time to time (i) prior to as the Term Out Exercise Datecase may be, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving set forth opposite such Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Increase Lender’s sole name on Schedule A to this Amendment and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent each party hereto acknowledges and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying agrees that, before and after giving effect to such increase, the representations terms and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes provisions of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulationsAmendment, including, without limitation, the Patriot Actproposed Commitment Increase, the Commitments of each Lender shall be as set forth on Schedule A to this Amendment.
1.2. Each Commitment Increase Lender:
(a) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment;
(b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement;
(c) appoints and authorizes Administrative Agent and Collateral Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and the Collateral Agents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and
(d) solely with respect to each Commitment Increase Lender providing a new Revolving Commitment hereunder, acknowledges and agrees that upon its execution of this Amendment such Commitment Increase Lender shall automatically and without further action become a “Lender” under, and (B) any Borrower that qualifies as a “legal entity customer” under for all purposes of, the Beneficial Ownership Regulation Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have delivered, to each all rights of a Lender that so requests, a Beneficial Ownership Certification in relation to such Borrowerthereunder.
1.3. Each Borrower shall prepay any Loans owing by it and outstanding Commitment Increase Lender hereby agrees to make its new Revolving Commitment or increased Revolving Commitment, as the case may be, on the date following terms and conditions:
(a) The terms and provisions of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase and Revolving Loans provided in connection with the Commitment Increase shall be identical to the Revolving Commitments and Revolving Loans under the Credit Agreement as in effect immediately prior to giving effect to this Section 2.15Amendment.
(b) Except as expressly set forth in this Amendment, the increased Revolving Commitments and the Revolving Loans made thereunder, shall be subject to the provisions of the Credit Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Amendment No. 2 and Increase Joinder Agreement (PBF Energy Inc.)
Additional Revolving Commitments. Eversource may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to OneTwo-Hundred Fifty Million Dollars ($100,000,000250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a1) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000)) or, and if greater in an integral multiples multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b2) no Default or Event of Default with respect to any Borrower shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c3) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;; CHAR1\▇▇▇▇▇▇▇▇▇ 2
(d4) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e5) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and
(f6) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) to the extent that any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, such Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.
Appears in 1 contract
Additional Revolving Commitments. Eversource may, at any time and from time to time (ia) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior written Upon notice by Eversource to the Administrative Agent, increase at any time after the Aggregate Amendment Closing Date, the Borrower may request Additional Revolving Credit Commitments; provided that (i) after giving effect to any such addition, the aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $50,000,000, (ii) any such addition shall be in an aggregate amount of $15,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the final maturity date of any Additional Revolving Credit Loans shall be no earlier than the Scheduled Maturity Date, and (iv) such Additional Revolving Credit Commitments shall be first offered to the then existing Lenders, which shall have a right of first refusal (but not the Swing Line Sublimit or any Borrower Sublimitan obligation) to increase their Revolving Credit Commitments by a maximum aggregate amount pro rata amount, and any such lenders which become party hereto which are not then existing Lenders shall be subject to the approval of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender Borrower (such approval not to be unreasonably withheld or a combination of the foregoingdelayed); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;.
(b) no Default or Event of Default shall exist and be continuing at the time of If any such increaseAdditional Revolving Credit Commitments are added in accordance with this Section 2.14, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment and the Borrower shall have executed a commitment agreement satisfactory to determine the effective date (the “Additional Commitments Effective Date”) and the final amount of such addition. The Administrative Agent;
Agent shall promptly notify the Borrower and the Lenders (e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be which may include Persons reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(fBorrower that were not Lenders prior to the Additional Commitments Effective Date) as of the final amount of such addition and the Additional Commitments Effective Date. As a condition precedent to such increaseaddition, Eversource the Borrower shall deliver to the Administrative Agent: Agent (i1) a certificate of each Borrower, the Borrower dated as of the date of such increase (in sufficient copies for each Lender), executed Additional Commitments Effective Date signed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Article VI 5 and the other Loan Documents are true and correct, correct in all material respects, on, respects on and as of, of the date of such increaseAdditional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they are shall have been true and correct, correct in all material respects, respects as of such earlier date (date, and except that, that for purposes of this Section 2.152.14(b), the representations and warranties contained in Section 6.05(a5.05(a) and Section 6.05(b5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(asubsections (a) and Section 7.01(b(b), respectively); , of Section 6.01, (ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, (iii) UHS and its Restricted Subsidiaries shall be in Pro Forma Compliance with the financial covenant set forth in Section 7.11 as of (A) the Additional Commitments Effective Date and (B) the last day of the most recently ended determination period after giving Pro Forma Effect to such Additional Revolving Credit Commitment, as applicable, the making of Additional Revolving Credit Loans, as the case may be, in respect thereof and any Investment or Disposition to be consummated in connection therewith (provided that the Lenders providing Additional Revolving Credit Commitments the proceeds of which are to be used to finance a Permitted Acquisition may agree (without the consent of any other Lender, solely with respect to the effectiveness of such Additional Revolving Credit Commitments, but not with respect to any Borrowing thereunder) that the conditions set forth in Section 2.14(b)(1)(i), (ii) and (iii) need only be satisfied on the date of the execution and delivery of the acquisition agreement relating to such Permitted Acquisition) and (2) such other officer’s certificates, secretary’s certificates, legal opinions and other documents customary closing documentation as the Administrative Agent shall reasonably requested request. On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person which is providing an Additional Revolving Credit Commitment shall become a “Lender”, as applicable, for all purposes of this Agreement and the other Loan Documents.
(c) Any other terms of and documentation entered into in respect of any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, to the extent not consistent with the Revolving Credit Commitments, as the case may be, shall be reasonably satisfactory to the Administrative Agent. Any Additional Revolving Credit Commitments, as applicable, made or provided pursuant to this Section 2.14 shall be evidenced by one or more entries in the Register maintained by the Administrative Agent; and Agent in accordance with the provisions set forth in Section 2.11.
(iiid) (A) upon This Section 2.14 shall supersede any provisions in Section 10.01 to the reasonable request contrary. Notwithstanding any other provision of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied withLoan Document, the documentation Loan Documents may be amended by the Administrative Agent and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulationsthe Loan Parties, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have deliveredif necessary, to provide for terms applicable to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Additional Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15Credit Commitment.
Appears in 1 contract
Additional Revolving Commitments. Eversource NU may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource NU to the Administrative Agent, Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars TWO HUNDRED FIFTY MILLION DOLLARS ($100,000,000250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource NU and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing)Lender; provided, provided that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), 10,000,000 and in integral multiples of Five Million Dollars ($5,000,000) 5,000,000 in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, increase or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, Commitment and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource NU shall deliver to the Administrative Agent: Agent (iA) a certificate of each Borrower, Borrower dated as of the date of such increase (in sufficient copies for each Lender), executed ) signed by a Responsible Officer of the applicable Borrower, such Borrower (A1) certifying and attaching the resolutions adopted by such Borrower approving, approving or consenting to, to such increase, and (B2) in the case of EversourceNU, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, correct in all material respects, on, respects on and as of, of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they are true and correct, correct in all material respects, respects as of such earlier date (date, and except that, that for purposes of this Section 2.152.16, the representations and warranties contained in Section 6.05(asubsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and Section 7.01(b(b), respectively); , of Section 7.01, and (iiB) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable nonratable increase in the Revolving Commitments under this Section 2.15Section.
Appears in 1 contract
Sources: Credit Agreement (Public Service Co of New Hampshire)
Additional Revolving Commitments. Eversource The Borrower may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource the Borrower to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Fifty Million Dollars ($100,000,00050,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person 147741845_5 selected by Eversource the Borrower and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000)) or, and if greater in an integral multiples multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource the Borrower shall deliver to the Administrative Agent: (i) a certificate of each the Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such the Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any to the extent that the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, the Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such the Borrower. Each The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to 147741845_5 keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.
Appears in 1 contract
Additional Revolving Commitments. Eversource may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to OneTwo-Hundred Fifty Million Dollars ($100,000,000250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new 147741843_5 Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000)) or, and if greater in an integral multiples multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b) no Default or Event of Default with respect to any Borrower shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) to the extent that any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, such Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.
Appears in 1 contract
Additional Revolving Commitments. Eversource may, at (a) At any time after the Closing Date and from time prior to time the fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) prior the aggregate amount of incremental Revolving Commitments obtained pursuant to the Term Out Exercise Datethis Section 2.7(a) shall not exceed $150,000,000, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.7(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the event form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(c) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the Term Out Option is not exercised by proceeds of which will be used to prepay the Borrowers Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.06(b), in each case 2.14(a) based on the respective Revolving Percentages of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and Lenders after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Increased Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15Commitment Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Synopsys Inc)
Additional Revolving Commitments. Eversource The Borrower may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource the Borrower to the Administrative Agent, Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars FIFTY MILLION DOLLARS ($100,000,00050,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource the Borrower and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing)Lender; provided, provided that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), 10,000,000 and in integral multiples of Five Million Dollars ($5,000,000) 5,000,000 in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, increase or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, Commitment and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource the Borrower shall deliver to the Administrative Agent: Agent (iA) a certificate of each Borrower, the Borrower dated as of the date of such increase (in sufficient copies for each Lender), executed ) signed by a Responsible Officer of the applicable Borrower, Borrower (A1) certifying and attaching the resolutions adopted by such the Borrower approving, approving or consenting to, to such increase, and (B2) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, correct in all material respects, on, respects on and as of, of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they are true and correct, correct in all material respects, respects as of such earlier date (date, and except that, that for purposes of this Section 2.152.16, the representations and warranties contained in Section 6.05(asubsections (a) and (b) of Section 6.05(b) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and Section 7.01(b(b), respectively); , of Section 7.01, and (iiB) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable nonratable increase in the Revolving Commitments under this Section 2.15.Section. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Sources: Credit Agreement (Public Service Co of New Hampshire)
Additional Revolving Commitments. Eversource The Borrower may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii)time, upon prior written notice by Eversource the Borrower to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Fifty Million Dollars ($100,000,00050,000,000) with additional Revolving Commitments from any existing Lender with a CHAR1\1927666v7 Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource the Borrower and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a1) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000)) or, and if greater in an integral multiples multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b2) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c3) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d4) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e5) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and
(f6) as a condition precedent to such increase, Eversource the Borrower shall deliver to the Administrative Agent: (i) a certificate of each the Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such the Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.and
Appears in 1 contract
Additional Revolving Commitments. Eversource may, at (a) At any time after the Syndication Date and from time prior to time the fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) prior the aggregate amount of incremental Revolving Commitments obtained pursuant to the Term Out Exercise Datethis Section 2.7(a) shall not exceed $150,000,000, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.7(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the event form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(c) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the Term Out Option is not exercised by proceeds of which will be used to prepay the Borrowers Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.06(b), in each case 2.14(a) based on the respective Revolving Percentages of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and Lenders after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Increased Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15Commitment Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Synopsys Inc)
Additional Revolving Commitments. Eversource may, at any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior Upon Holding’s written notice by Eversource to the Administrative Agent, increase on any Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Commitments in an amount in excess of $25,000,000, provided that the aggregate amount of such additional Revolving Commitments shall not exceed the difference of (A) $150,000,000 minus (B) the total of (x) the amount (if any) by which the Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(f) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term A Loans has been increased on all Subsequent Effective Dates that shall have occurred either prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(d) plus (z) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(e) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans. Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be deemed to have been made available pursuant to this Agreement, (but not i) Schedule 2.01(c) hereto shall be deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Revolving Commitment and Revolving Proportionate Share, (ii) Schedule 2.01(c) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swing Line Sublimit or any Borrower SublimitLoans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date, without recourse, to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such portion of such Revolving Loans and participations as shall be necessary to effectuate such adjustment. Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) by a maximum aggregate amount be deemed to have assumed such portion of up to One-Hundred Million Dollars such Revolving Loans and participations and ($100,000,000ii) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all Revolving Loans and Swingline Loans and the Swing Line Lender Effective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (or a combination inclusive of the foregoing)Additional Revolving Commitments) of the Revolving Lenders; provided, that:
and (aii) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such increase shall be Revolving Lender in a minimum principal amount the Effective Amount of Ten Million Dollars ($10,000,000), all L/C Obligations and in integral multiples the Effective Amount of Five Million Dollars all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment ($5,000,000) in excess thereof;
(b) no Default or Event inclusive of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Additional Revolving Commitment, if any). On and any such decision as to whether to increase its after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new a Revolving Lender shall join under this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true for all purposes with a Revolving Commitment and correct, in all material respects, on, and a Revolving Proportionate Share as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respectsset forth on Schedule 2.01(c), as deemed amended in clause (i) above, with the rights, duties and obligations of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such a Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15Agreement and the other Loan Documents.
Appears in 1 contract
Additional Revolving Commitments. Eversource may, at At any time and from time to time (i) prior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this AgreementCommitment Period, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;
(b) if no Default or Event of Default shall exist have occurred and be continuing at such time, the time Company may, if it so elects, increase the aggregate amount of any the Revolving Commitments, by agreeing with one or more existing Lenders that such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender Lenders’ Revolving Commitments shall be under any obligation to increase its Revolving Commitment, and any increased (each such decision as to whether Lender agreeing to increase its Revolving Commitment is hereinafter referred to as an “Increasing Lender”). If the Increasing Lender(s) shall be have agreed to increase their respective Revolving Commitments by an aggregate amount less than the increase requested by the Company in such Lender’s sole and absolute discretion;
accordance with this clause (d), the Company may arrange for one or more banks or other entities, in each case acceptable to the Administrative Agent (each such bank or entity is hereinafter referred to as an “Augmenting Lender”) any new to commit to making Revolving Loans pursuant to a Revolving Commitment hereunder in an amount no less than $15,000,000. Upon execution and delivery by the Company and each such Increasing Lender shall join this Agreement by executing and/or Augmenting Lender of an instrument of assumption and such joinder documents required other documentation reasonably requested by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement Agent, in each case in form and substance satisfactory to the Administrative Agent;
, each such Increasing Lender and/or Augmenting Lender shall have a Revolving Commitment as therein set forth; provided that (ei) any existing Lender or any new Lender providing such increase may only occur once, on a portion single date, (ii) the Company shall provide prompt notice of the such increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver not less than 30 days prior to the Administrative Agent: (i) a certificate of each Borrowerproposed increase date, dated as of which shall promptly notify the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrowerother Lenders, (Aiii) certifying and attaching the resolutions adopted by aggregate amount of all such Borrower approving, or consenting to, such increaseincreases made pursuant to this clause (d) shall not exceed $100,000,000, and (Biv) in the case sum of Eversourcethe Total Revolving Commitment and Total Canadian Commitment, certifying that, before and after giving effect to such increase, shall at no time exceed $575,000,000. Upon any increase in the representations and warranties contained aggregate amount of the Revolving Commitments pursuant to this clause (d), within five Business Days in Article VI and the other Loan Documents case of all Revolving Loans that are true and correct, in all material respects, onBase Rate Loans outstanding, and as ofat the end of the then current Interest Period with respect thereto in the case of all Eurodollar Loans then outstanding, the date of Company shall prepay such Loans in their entirety, and, to the extent the Company elects to do so and subject to the conditions specified in Section 7, the Company shall reborrow Revolving Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, except to the extent that until such representations and warranties specifically refer to an earlier date, in which case, they time as all outstanding Revolving Loans are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested held by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to Lenders in such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15proportion.
Appears in 1 contract
Additional Revolving Commitments. Eversource may(a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall have the right at any time and from time to time on or prior to November 9, 2002 and upon at least 15 Business Days prior written notice to the Administrative Agent (which shall promptly notify each of the Lenders), to request on up to three occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Loans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Commitment as a result of any such request by the Borrower, (ii) until such time, if any, as such Lender has agreed in its sole discretion to provide an Additional Revolving Commitment and executed and delivered to the Administrative Agent an Additional Revolving Commitment Agreement in respect thereof as provided in Section 2.14(b) and such Additional Revolving Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment as in effect prior to the Term Out Exercise Dategiving effect to such Additional Revolving Commitment provided pursuant to this Section 2.14, (iii) any Lender (or, in the event circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Revolving Commitment without the consent of any other Lender but with the prior consent of the Agents (which consents shall not be unreasonably withheld), (iv) each provision of Additional Revolving Commitments on a given date pursuant to this Section 2.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $5,000,000 and in integral multiples of $5,000,000 in excess thereof, (v) the aggregate amount of all Additional Revolving Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed $50,000,000, (vi) the fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Commitment shall be as set forth in the relevant Additional Revolving Commitment Agreement, (vii) if, after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Commitments pursuant to this Section 2.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Commitments in an aggregate amount equal to that amount of the Term Out Option is exercised Additional Revolving Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrowers Borrower to the Administrative Agent as provided above), then the Borrower may request Additional Revolving Commitments from one or more Persons which would qualify as Eligible Transferees hereunder in accordance with Section 2.06(b)an aggregate amount equal to such deficiency on terms which are no more favorable to any such Eligible Transferee in any respect than the terms offered to the then existing Lenders, PROVIDED that any such Additional Revolving Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (iiviii) during the term of this Agreement, in the event that the Term Out Option is not exercised all actions taken by the Borrowers Borrower pursuant to this Section 2.14(a) shall be done in accordance coordination with the Administrative Agent.
(b) At the time of any provision of Additional Revolving Commitments pursuant to this Section 2.06(b)2.14, in each case of the foregoing clauses (i) the Borrower, the Administrative Agent and each Lender or other Eligible Transferee (iieach, an "Additional RL Lender") which agrees to provide an Additional Revolving Commitment shall execute and deliver to the Administrative Agent an Additional Revolving Commitment Agreement substantially in the form of Exhibit P (appropriately completed), subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional RL Lender's Additional Revolving Commitment to occur upon prior written notice by Eversource delivery of such Additional Revolving Commitment Agreement to the Administrative Agent, increase the Aggregate payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 2.14(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the RL Lenders, and incur additional Revolving Loans from certain other RL Lenders, in each case to the extent necessary so that all of the RL Lenders participate in each outstanding Borrowing of Revolving Loans PRO RATA on the basis of their respective Revolving Commitments (but not after giving effect to any increase in the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Total Revolving Commitment or new Revolving Commitments pursuant to this Section 2.14) and with the Borrower being obligated to pay to the respective RL Lenders the costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing, and (iii) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Agents, from any other Person selected by Eversource and acceptable counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the Swing Line Lender (or a combination opinions of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;
(b) no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 6.01(b) and such other matters as the Swing Line Lender; and
(f) Agents may reasonably request. The Administrative Agent shall promptly notify each Lender as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate occurrence of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increaseAdditional Revolving Commitment Date, and (Bx) in the case of Eversource, certifying that, before and after giving effect to on each such increasedate, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, onTotal Revolving Commitment under, and as for all purposes of, this Agreement shall be increased by the date aggregate amount of such increaseAdditional Revolving Commitments, except to the extent that and (y) on each such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) Annex I shall be deemed modified to refer to reflect the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in of the Revolving Commitments under this Section 2.15affected Lenders.
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Additional Revolving Commitments. Eversource maySubject to the consent of the -------------------------------- Administrative Agent, the Issuing Lender and the Swingline Lender, Aeroflex may request at any time and from time to time that the existing Revolving Lenders increase their respective Revolving Commitments and/or that additional Lenders be added to this Agreement until such time as the Total Revolving Commitments are equal to $150,000,000; provided, that (i) prior to the Term Out Exercise Dateamount of any Lender's increase in its Revolving Commitment shall be at least $5,000,000, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during at the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case time of the foregoing clauses (i) and (ii)relevant request, upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;
(b) that no Default or Event of Default shall exist have occurred and be continuing at the time of any such increase, or would shall result from the proposed increase and (iii) the representations and warranties of Aeroflex shall continue to be accurate in all material respects. The Borrowers shall (x) first, offer the existing Lenders the opportunity to participate in a pro rata increase of their respective Revolving Commitments and (y) second, offer one or more additional banks, financial institutions or other entities (approved by the Administrative Agent, such approval not to be unreasonably withheld) the opportunity to participate in all or a portion of such proposed increase. Schedule 1.1(b) shall be automatically amended to reflect any Borrowing on existing Revolving Lender's increased Revolving Commitment. By its signature of a confirmation of its increased or additional Revolving Commitment in a form satisfactory to Aeroflex and the day Administrative Agent (and subsequent to its delivery of any such increase;
(c) no existing a completed or revised Administrative Questionnaire to the Administrative Agent), each increasing or additional Revolving Lender shall be under any obligation a "Revolving Lender" for all purposes hereunder with its increased or additional Revolving Commitment and Schedule 1.1(b) shall be automatically amended to increase its reflect such increasing or additional Revolving Lender's new Revolving Commitment, and any such decision as to whether to increase . Upon increasing its Revolving Commitment shall be in such or becoming a "Revolving Lender’s sole and absolute discretion;
(d) any new " hereunder, each Revolving Lender shall join this Agreement by executing such joinder documents required automatically be responsible for its Revolving Percentage of the Aggregate Exposure and, on one or more dates as set forth in an appropriate notice given by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion each of the increase in existing and new or increasing Revolving Commitments Lenders (which date or dates may be the last day or days of the current Interest Periods), shall be reasonably acceptable pay to the Administrative Agent and its Revolving Percentage of the Swing Line Lender; and
Revolving Loans or certain of them (fwith interest rates applicable thereto as are agreed with the Borrowers) as a condition precedent which shall then be applied to such increase, Eversource shall deliver prepay amounts outstanding to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15Lenders.
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