Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 4 contracts

Sources: Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere & Co), Credit Agreement (Deere John Capital Corp)

Commitment Increases. (a) At Kraft Foods Group may from time to time (but not more than three times in any ~~time after the Closing Date~~calendar year), ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by Kraft Foods Group and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ increase ~~(such notice,~~ for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $25,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the ~~increased Commitments; provided, however,~~ Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the ~~Borrowers may, with the consent~~ approval of the Administrative Agent (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be ~~unreasonably withheld or delayed), offer~~ subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and ~~that elects to become a party to this Agreement~~ Kraft Foods Group and ~~provide a Commitment,~~ each Augmenting Lender shall execute ~~a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon~~ all such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably ~~request~~ specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect ~~thereto~~of such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank~~ Upon each Commitment Increase pursuant to ~~subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)~~this Section 2.18, ~~additional Committed Rate Loans made~~ if, on ~~or after~~ the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to the effectiveness ~~thereof~~ of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (~~the “Re-Allocation Date”)~~ reflecting such Commitment Increase), which prepayment shall be ~~made~~ accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata ~~provisions of subsection 2.12(b~~borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) ~~based~~ Commitment Increases and new Commitments created pursuant to this Section 2.18 shall become effective on the ~~Commitment Percentages~~ date specified in ~~effect on and after such Re-Allocation Date (except~~ the notice delivered by Kraft Foods Group pursuant to the ~~extent that any~~ first sentence of paragraph (a) above or on such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Kraft Foods Group, the Administrative Agent ~~shall deliver such amended Schedule II~~ and ~~a notice to each Bank of~~ the ~~adjusted Commitment Percentages after giving effect to any~~ applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no increase in the ~~aggregate~~ Commitments ~~made pursuant to~~ (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this ~~subsection 2.20~~ Section 2.18 unless on the date of such ~~Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans~~increase, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be ~~adjusted to reflect~~ satisfied as of such date (as though the ~~new Commitment Percentages. (iii~~effectiveness of such increase were a Borrowing) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange for the surrendered Notes~~ shall have received a certificate of ~~any Bank, if any, new Notes~~ Kraft Foods Group to ~~the order of~~ that effect dated such ~~Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~date.

Appears in 4 contracts

Sources: Revolving Credit Agreement, Revolving Credit Agreement (Kraft Foods Group, Inc.), Revolving Credit Agreement (Kraft Foods Inc)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the ~~Borrowers~~ Company may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Commitment Increase Notice must offer each ~~Bank~~ Lender the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments ~~offered to the Banks as contemplated in the immediately preceding sentence~~ is not subscribed for by the ~~Banks~~Lenders, the ~~Borrowers~~ Company may, with the consent of the Administrative Agent as to any ~~bank or financial institution~~ Person that is not at such time a ~~Bank~~ Lender (which consent shall not be unreasonably ~~withheld or delayed~~withheld), offer to any existing ~~Bank~~ Lender or to one or more additional banks or financial institutions the opportunity to ~~provide~~ participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the ~~Borrowers select~~ Company selects to offer ~~the opportunity to provide any portion of~~ participation in the increased Commitments, and that elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment shall execute a New ~~Bank~~ Lender Supplement with the ~~Borrowers~~ Company and the Administrative Agent, substantially in the form of Exhibit N (a “"New ~~Bank~~ Lender Supplement”"), whereupon such bank or financial institution (a “"New ~~Bank”~~Lender") shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.a

Appears in 4 contracts

Sources: Revolving Credit and Competitive Advance Facility Agreement (El Paso Tennessee Pipeline Co), Revolving Credit and Competitive Advance Facility Agreement (Tennessee Gas Pipeline Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso Energy Corp/De)

Commitment Increases. (a) ~~At any time after~~ In the ~~Closing Date, provided~~ event that ~~no Event of Default shall have occurred and be continuing,~~ the ~~Borrowers may request an~~ Company wishes to increase of the aggregate ~~Commitments by notice to~~ Commitments, it shall notify the Lenders (through the Managing Administrative ~~Agent in writing~~ Agent) of the amount ~~(the “Offered Increase Amount”)~~ of such proposed increase (such notice, a “Commitment Increase ~~Notice~~Offer”). ~~Any such~~ Each Commitment Increase ~~Notice must~~ Offer shall offer ~~each Bank~~ the Lenders the opportunity to ~~subscribe for its pro rata share~~ participate in the increased Commitments ratably in accordance with their respective Commitment Percentages. In the event that any Lender (each, a “Declining Lender”) shall fail to accept in writing a Commitment Increase Offer within 10 Business Days after receiving notice thereof, all or any portion of the ~~increased Commitments; provided, however~~proposed increase in the Commitments offered to the Declining Lenders (the aggregate of such offered amounts, the ~~Borrowers may, with the consent of the Administrative Agent (which consent shall not~~ “Declined Amount”) may instead be ~~unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer~~ allocated to any ~~existing Bank~~ one or ~~any bank~~ more additional banks, financial institutions or other ~~financial institution that is not an existing Bank the opportunity to provide a new Commitment~~ entities pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as and/or to any ~~bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to~~ one or more ~~additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments~~ existing Lenders pursuant to paragraph (bc)(ii) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity (each, a “New Lender”) which, with the ~~Borrowers select to offer the opportunity to provide any portion~~ consent of the ~~increased Commitments~~Company and the Managing Administrative Agent, ~~and that~~ elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment~~Commitment in an amount equal to all or any portion of a Declined Amount, shall execute a New ~~Bank~~ Lender Supplement (each, a “New Lender Supplement”) with the ~~Borrowers~~ Company and the Managing Administrative Agent, substantially in the form of Exhibit ~~N (a “New Bank Supplement”)~~J-1, whereupon such ~~bank or financial institution (a “~~New ~~Bank”)~~ Lender shall become a ~~Bank~~ 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, and Schedule II 1.2 shall be deemed to be amended to add the name and Commitment of such New ~~Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~Lender. (c) Any ~~Bank that~~ Lender which (i) accepts ~~an offer~~ a Commitment Increase Offer pursuant to ~~it by~~ subsection 2.18(a) or (ii) with the ~~Borrowers~~ consent of the Company elects to increase its Commitment ~~pursuant~~ by an amount equal to ~~this subsection 2.20~~ all or any portion of a Declined Amount shall, in each case, execute a Commitment Increase Supplement (each, a “Commitment Increase Supplement”) with the ~~Borrowers~~ Company and the Managing Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~J-2, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II 1.2 shall be deemed to be amended to so increase the Commitment of such ~~Bank~~Lender. (d) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent~~ If on the date upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)which a bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Lender pursuant to subsection ~~2.20(b~~2.18(b) or ~~any Bank~~upon which a Lender’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.2.18

Appears in 4 contracts

Sources: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)

Commitment Increases. (a1) ~~At any time after the Closing Date~~The Borrower may, ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing of~~ given during the ~~amount~~ Availability Period, from time to time request an increase to the existing Commitments (~~the~~ any such increase, “~~Offered Increase Amount~~New Commitments”) by an amount not less than U.S.$25,000,000 in the case of each such ~~proposed~~ increase (or such ~~notice~~lesser amount which shall be approved by Administrative Agent), and integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a “date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment ~~Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity~~ shall be subject to ~~subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the~~ consent of the Administrative Agent ~~(which consent shall not be unreasonably withheld or delayed), without offering to each Bank~~ and the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be Lenders in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its their sole and absolute discretion. (b2) ~~Any additional bank~~ Such New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or ~~financial institution that the Borrowers select~~ Event of Default shall exist on such Increased Amount Date before or after giving effect to ~~offer the opportunity to provide any portion~~ such New Commitments; (C) each of the ~~increased Commitments, and that elects~~ conditions set forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments required pursuant to ~~become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers~~ Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative ~~Agent~~Agent in connection with any such transaction. (3) On any Increased Amount Date on which New Commitments are effected, ~~substantially in~~ subject to the ~~form~~ satisfaction of ~~Exhibit N~~ the foregoing terms and conditions, (A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing BankLoan”) shall be ~~bound by~~ deemed, for all purposes, a “Loan”. The terms and ~~entitled~~ provisions of the New Commitments shall be identical to the ~~benefits~~ terms and conditions of ~~this Agreement with respect~~ the Commitments, and the terms and conditions of the New Loans shall be identical to the ~~full amount of its Commitment as so increased,~~ terms and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions conditions of the ~~Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto~~Loans. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 3 contracts

Sources: Credit Agreement (Apollo Debt Solutions BDC), Credit Agreement (Apollo Debt Solutions BDC), Credit Agreement (Apollo Debt Solutions BDC)

Commitment Increases. (a) ~~At any~~ Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time ~~after~~ to time that the ~~Closing Date~~Commitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that ~~no Event of Default shall have occurred and be continuing,~~ the ~~Borrowers~~ Borrower may only request such an increase once in any six-month period and in no event shall the Commitments exceed $2,000,000,000. Such increase in the Commitments shall be effected as follows: the Borrower may (i) request one or more of the ~~aggregate Commitments by notice~~ Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment (which request shall be in writing and sent to the Administrative Agent ~~in writing of the amount~~ to forward to such Lender or Lenders) and/or (~~the “Offered Increase Amount”~~ii) ~~of such proposed increase~~ arrange for one or more financial institutions not a party hereto (~~such notice~~a "Third-Party Lender") to become parties to and Lenders under this Agreement, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of provided that (x) the Administrative Agent (shall have approved such Third-Party Lender, which ~~consent~~ approval shall not be unreasonably ~~withheld~~ withheld, and (y) after giving effect to such increase, no Lender shall have a U.S. Commitment Percentage or ~~delayed)~~a Multicurrency Commitment Percentage which exceeds 15%. In no event may any Lender's U.S. Commitment or Multicurrency Commitment be increased without the prior written consent of such Lender, ~~without offering~~ and the failure of any Lender to ~~each Bank~~ respond to the ~~opportunity to subscribe~~ Borrower's request for ~~its pro rata share~~ an increase shall be deemed a rejection by such Lender of the Borrower's request. The Commitments may not be increased ~~Commitments~~if, ~~offer~~ at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any ~~existing Bank or any bank or other financial institution that is not an existing Bank~~ obligation whatsoever to increase the ~~opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate~~ amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ its U.S. Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksand/or its Multicurrency Commitment, ~~the Borrowers may~~and each Lender may at its option, ~~with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)~~unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its U.S. Commitment ~~pursuant to this Section 2.20 except in~~ and/or its ~~sole discretion~~Multicurrency Commitment. (b) ~~Any additional bank or financial institution~~ If any Lender is willing, in its sole and absolute discretion, to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment hereunder (such a Lender hereinafter referred to as an "Increasing Lender"), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N H (a ~~“New Bank~~ "Commitment Increase Supplement”"), ~~whereupon~~ which agreement shall specify, among other things, the amount of the increased U.S. Commitment and/or Multicurrency Commitment of such ~~bank or financial institution~~ Increasing Lender. Upon the effectiveness of such Increasing Lender's increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased U.S. Commitment and/or Multicurrency Commitment of such Increasing Lender. Any Third-Party Lender which, with the consent of the Borrower and the Administrative Agent (~~a “New Bank”)~~ which consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing to become ~~a Bank for all purposes and to the same extent as if originally~~ a party hereto and a Lender hereunder, shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute enter into a ~~Commitment Increase Supplement~~ written agreement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O I (~~a “Commitment Increase~~ an "Additional Lender Supplement”"), ~~whereupon~~ which agreement shall specify, among other things, its U.S. Commitment and/or its Multicurrency Commitment hereunder. When such ~~Bank (an “Increasing Bank”) shall be bound by and entitled to~~ Third-Party Lender becomes a Lender hereunder as set forth in the ~~benefits of this Agreement with respect to the full amount of its Commitment as so increased~~Additional Lender Supplement, ~~and~~ Schedule ~~II shall~~ I shall, without further action, be deemed to be have been amended as appropriate to ~~so increase~~ reflect the U.S. Commitment and/or the Multicurrency Commitment of such ~~Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt~~ Third-Party Lender. Upon the execution by the Administrative ~~Agent~~ Agent, the Borrower and such Third-Party Lender of such ~~corporate resolutions~~ Additional Lender Supplement, such Third-Party Lender shall become and be deemed a party hereto and a "Lender" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the ~~Borrowers~~ Lenders set forth in this Agreement, and ~~legal opinions~~ its U.S. Commitment and/or its Multicurrency Commitment shall be the amount specified in its Additional Lender Supplement. Each Third-Party Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a "Lender" hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an "Additional Lender." (c) In no event shall an increase in a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of ~~counsel to the Borrowers as~~ a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender become effective until the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii)~~ have received a certificate from the Borrower, to the effect that the representations and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) warranties shall be ~~made~~ true and correct in ~~accordance with the pro rata provisions~~ all material respects and no Default or Event of ~~subsection 2.12(b) based on the Commitment Percentages in~~ Default shall have occurred and be continuing after giving effect ~~on and after such Re-Allocation Date (except~~ to the ~~extent that any~~ increase in the Commitments resulting from the increase in such ~~pro rata borrowings would result~~ Lender's U.S. Commitment and/or Multicurrency Commitment or the extension of a U.S. Commitment and/or Multicurrency Commitment by such Third-Party Lender. In no event shall an increase in ~~any Bank making an aggregate principal~~ a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender which results in the Commitments exceeding the amount ~~of Committed Rate Loans~~ which is authorized at such time in ~~excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks~~ resolutions previously delivered to the ~~extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date,~~ Administrative Agent become effective until the Administrative Agent shall ~~deliver~~ have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such ~~amended Schedule II~~ increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding U.S. Revolving Credit Loans or Multicurrency Loans, as shall be required to cause the aggregate outstanding principal amount of U.S. Revolving Credit Loans and ~~a notice~~ Multicurrency Loans owing to each ~~Bank~~ Lender (including each such Increasing Lender and Additional Lender) to be proportional to such U.S. Lender's share of the ~~adjusted Commitment Percentages~~ Aggregate U.S. Commitments and/or such Multicurrency Lender's share of the Multicurrency Commitments, respectively, after giving effect to any increase ~~in the aggregate Commitments made pursuant~~ thereof. The Borrower agrees to ~~this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on~~ indemnify each Lender and to hold each Lender harmless from any ~~such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one~~ loss or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, expense incurred as a result of ~~providing a new Commitment or of increasing its existing Commitment pursuant to this~~ any such prepayment in accordance with subsection ~~2.20~~2.17, ~~exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion~~as applicable. (gd) ~~The Borrowers~~Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, ~~at their own expense, shall execute and deliver to~~ the Administrative Agent ~~in exchange for~~ shall notify each other Lender thereof and shall deliver to each Lender a copy of the ~~surrendered Notes of any Bank, if any, new Notes to the order of~~ Additional Lender Supplement executed by such ~~Bank, if requested, in an amount equal to~~ Additional Lender and the Commitment of Increase Supplement executed by such ~~Bank after giving effect to any increase in such Bank’s Commitment~~Increasing Lender.

Appears in 3 contracts

Sources: 364 Day Competitive Advance and Revolving Credit Facility (Delphi Corp), 364 Day Competitive Advance and Revolving Credit Facility (Delphi Corp), 364 Day Competitive Advance and Revolving Credit Facility (Delphi Corp)

Commitment Increases. (a) At The Company and any one or more Banks (including New Banks) may from time ~~after~~ to time agree that such Banks shall obtain or increase the amount of their Commitments by executing and delivering to the Paying Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date, ; provided that ~~no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount~~ (~~the “Offered Increase Amount”~~i) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of ~~all~~ incremental Commitments ~~made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of~~ obtained after the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment Effective Date pursuant to this Section ~~2.20 except~~ 2.24 shall not exceed $500,000,000, (ii) with respect to any Increased Facility Closing Date, the increases effected on such date pursuant to this Section 2.24 shall be in a minimum amount of $25,000,000 and (iii) no more than four Increased Facility Closing Dates may occur after the Effective Date. No Bank 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 or financial institution ~~that~~ which, with the ~~Borrowers select to offer the opportunity to provide any portion~~ consent of the ~~increased Commitments~~Company, each Issuing Bank (which consent shall not be unreasonably withheld) and ~~that~~ the Paying Agent (which consent shall not be unreasonably withheld), elects to become a ~~party to~~ “Bank” under this Agreement ~~and provide a Commitment,~~ in connection with any increase described in Section 2.24(a) shall execute a New Bank Supplement ~~with the Borrowers and the Administrative Agent~~(each, ~~substantially in the form of Exhibit N (~~a “New Bank Supplement”), substantially in the form of Exhibit H-2, whereupon such bank or financial institution (each, a “New Bank”) shall become a Bank 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~. (c) ~~Any~~ On each Increased Facility Closing Date, each Bank ~~that accepts an offer~~ holding Committed Loans prior to ~~it by the Borrowers to increase its Commitment pursuant~~ giving effect to this ~~subsection 2.20 shall~~Section 2.24(c) (each, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “~~Increasing~~ Existing Bank”) shall be ~~bound by and entitled~~ deemed to have assigned to each Bank participating in the ~~benefits of this Agreement with respect to the full amount of its~~ relevant Commitment ~~as so increased~~increase (each, an “Increased Facility Bank”), and ~~Schedule II~~ each such Increased Facility Bank shall be deemed to have purchased from each Existing Bank, at the principal amount thereof (together with accrued interest), such interests in the Committed Loans and participations in Letters of Credit outstanding on such date as shall be ~~amended~~ necessary in order that, after giving effect to so all such assignments and purchases, such Committed Loans and participations in Letters of Credit will be held by all the Banks (including such Increased Facility Banks) ratably in accordance with the percentage which its Commitment represents of the Total Commitment after giving effect to the increase to the ~~Commitment~~ Commitments on such Increased Facility Closing Date. In furtherance of the foregoing, on such ~~Bank~~Increased Facility Closing Date, (i) each Increased Facility Bank agrees to make payments to the Paying Agent for the benefit of the Existing Banks in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been purchased by such Increased Facility Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence and (ii) each Existing Bank agrees to accept payments in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been assigned by such Existing Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence. (d) The effectiveness of any ~~New Bank Supplement or Commitment Increase Supplement~~ increase to the Commitments pursuant to this Section 2.24 shall be ~~contingent upon receipt by~~ subject to the ~~Administrative Agent of such corporate resolutions~~ satisfaction of the ~~Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.~~ following conditions precedent: (i) ~~Except as otherwise provided in subparagraphs (ii)~~ no Default or Event of Default shall have occurred and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated continuing immediately prior to, and ~~made by~~immediately after, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to ~~any~~ such increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the ~~contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~Commitments, (ii) the ~~Commitment~~ representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of ~~an individual Bank shall not~~the date of such increase to the Commitments (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as ~~a result~~ of ~~providing a new Commitment or~~ such specific date), immediately prior to, and after giving effect to, such increase to the Commitments, as though made on and as of ~~increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date~~ such date and (iii) ~~no Bank~~ the Company shall have ~~any obligation to~~ delivered such legal opinions, board resolutions, certificates and other documents reasonably requested by the Paying Agent in connection with such increase ~~its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver~~ to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s CommitmentCommitments.

Appears in 3 contracts

Sources: Revolving Credit Facility Agreement (Southwest Airlines Co), Revolving Credit Facility Agreement (Southwest Airlines Co), Revolving Credit Facility Agreement (Southwest Airlines Co)

Commitment Increases. (a1) ~~At any time after the Closing Date~~The Borrower may, ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent given during the Availability Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) to an aggregate amount (including the existing Commitments and such New Commitments) not in ~~writing~~ excess of the ~~amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “~~Commitment ~~Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Cap; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the ~~Commitment of any such~~ New ~~Bank~~ Commitments for each increase shall be in an amount not less than ~~$10,000,000.~~ U.S.$25,000,000 and integral multiples of U.S.$1,000,000 in excess of that amount (~~c) Any Bank that accepts an offer~~ or such lesser amount equal to ~~it by~~ the ~~Borrowers to increase its~~ difference between the Commitment ~~pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers~~ Cap and the ~~Administrative Agent, substantially in~~ sum of the ~~form of Exhibit O (a “Commitment Increase Supplement”), whereupon~~ existing Commitments and such ~~Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement~~ New Commitments with respect to the ~~full amount~~ Loans) and, in the aggregate, not in excess of ~~its~~ the Commitment ~~as so increased~~Cap. Each such notice shall specify the date (each, ~~and Schedule II~~ an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be ~~deemed~~ effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment shall be ~~amended~~ subject to ~~so increase~~ consent of the ~~Commitment of such Bank~~Administrative Agent and Lenders in their sole and absolute discretion. (d2) ~~The effectiveness~~ Such New Commitments shall become effective as of such Increased Amount Date if (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion, (B) no Default or Event of Default exists on such Increased Amount Date before or after giving effect to such New Commitments, (C) each of the conditions set forth in Section 3.2 is satisfied as if such Increased Amount Date were a Credit Date, (D) the Borrower makes any payments required pursuant to Section 2.7 and the Fee Letters in connection with such New ~~Bank Supplement~~ Commitments, and (E) the Borrower shall deliver or ~~Commitment Increase Supplement shall~~ cause to be ~~contingent upon receipt~~ delivered any legal opinions or other documents reasonably requested by the Administrative Agent ~~of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request~~ in connection with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Datetransaction. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 3 contracts

Sources: Credit Agreement and Margining Agreement (Blue Owl Technology Income Corp.), Credit Agreement and Margining Agreement (Blue Owl Technology Income Corp.), Credit Agreement (Owl Rock Technology Income Corp.)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed the Total Commitments as of the Closing Date by more than $~~3,400,000,000~~500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 3 contracts

Sources: Credit Agreement (Deere & Co), Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere & Co)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the ~~Borrowers~~ Company may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"), provided that the first such increase shall be in an amount equal to at least $93,750,000 and the second such increase shall be in an amount equal to $187,500,000 less the amount of the first such increase. Any such Commitment Increase Notice must offer each ~~Bank~~ Lender the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments ~~offered to the Banks as contemplated in the immediately preceding sentence~~ is not subscribed for by the ~~Banks~~Lenders, the ~~Borrowers~~ Company may, with the consent of the Administrative Agent as to any ~~bank or financial institution~~ Person that is not at such time a ~~Bank~~ Lender (which consent shall not be unreasonably ~~withheld or delayed~~withheld), offer to any existing ~~Bank~~ Lender or to one or more additional banks or financial institutions the opportunity to ~~provide~~ participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the ~~Borrowers select~~ Company selects to offer ~~the opportunity to provide any portion of~~ participation in the increased Commitments, and that elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment shall execute a New ~~Bank~~ Lender Supplement with the ~~Borrowers~~ Company and the Administrative Agent, substantially in the form of Exhibit N (a “"New ~~Bank~~ Lender Supplement”"), whereupon such bank or financial institution (a “"New ~~Bank”~~Lender") shall become a ~~Bank~~ 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, and Schedule II I shall be deemed to be amended to add the name and Commitment of such New ~~Bank~~Lender, provided that the Commitment of any such New ~~Bank~~ Lender shall be in an amount not less than $10,000,000. (c) Any ~~Bank~~ Lender that accepts an offer to it by the ~~Borrowers~~ Company to increase its Commitment pursuant to this ~~subsection 2.20~~ Section 2.24 shall, in each case, execute a Commitment Increase Supplement 44 40 with the ~~Borrowers~~ Company and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment Increase Supplement”"), whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II I shall be deemed to be amended to so increase the Commitment of such ~~Bank~~Lender. (d) The effectiveness of any New ~~Bank~~ Lender Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (ie) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if~~ If any bank or financial institution becomes a New ~~Bank~~ Lender pursuant to ~~subsection 2.20(b~~Section 2.24(b) or any ~~Bank’s~~ Lender's Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.24(c), additional ~~Committed Rate Loans~~ Revolving Credit Advances made on or after the ~~date of the~~ effectiveness thereof (the “"Re-Allocation Date”") shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate Loans~~ Revolving Credit Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant New Banks and Increasing Banks~~ such new Lender and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective Commitments)~~. On each Re-Allocation Date~~, ~~the Administrative Agent shall deliver such amended Schedule II~~ and ~~a notice to each Bank~~ continuations of ~~the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20~~ Eurodollar Rate Advances outstanding on such Re-Allocation ~~Date. (ii)~~ Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~ABR Loans~~Base Rate Advances, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ~~ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ Base Rate Advances so that, after giving effect thereto, the ~~ABR Loans and Eurocurrency Loans~~ Base Rate Advances outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new Commitment Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency Loans~~Eurodollar Rate Advances, such ~~Eurocurrency Loans~~ Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (f) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.24, (i) in no event shall any transaction effected pursuant to this ~~subsection 2.20~~ Section 2.24 cause the aggregate Commitments to exceed $~~3,400,000,000~~937,500,000, (ii) ~~the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment~~ no increase pursuant to this ~~subsection 2.20, exceed 15%~~ Section 2.24 shall be effective without the consent of the ~~aggregate Commitments on any Re-Allocation Date~~ Required Lenders and (iii) no ~~Bank~~ Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion.. 45 41 (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any ~~Bank~~Lender, if any, new Notes to the order of such ~~Bank~~Lender, if requested, in an amount equal to the Commitment of such ~~Bank~~ Lender after giving effect to any increase in such ~~Bank’s~~ Lender's Commitment.

Appears in 3 contracts

Sources: Revolving Credit and Competitive Advance Facility Agreement (El Paso Tennessee Pipeline Co), Revolving Credit and Competitive Advance Facility Agreement (El Paso Energy Corp/De), Revolving Credit and Competitive Advance Facility Agreement (El Paso Natural Gas Co)

Commitment Increases. (a) At The Parent Borrower shall have the right at any time ~~after~~ and from time to time to (i) increase the ~~Closing Date~~Commitments of any Lender and/or (ii) add Commitments (“Additional Commitments”), provided ~~that~~ that, no ~~Event of~~ Additional Commitment shall become effective if any Specified Default ~~shall have~~ has occurred and be is continuing, of one or more financial institutions or other entities that will become “Lenders” (each an “Additional Commitment Lender”), in each case subject only to (i) the ~~Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”)~~ consent of such ~~proposed increase~~ Lender that is increasing its Commitment or Additional Commitment Lender, as applicable and (ii) if such ~~notice~~Additional Commitment Lender is not already a Lender hereunder or an affiliate of a Lender hereunder, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Issuing Lenders, the Administrative ~~Agent~~ Agent, and the Swingline Lender (~~which~~ each such consent ~~shall~~ not to be unreasonably ~~withheld~~ delayed or ~~delayed~~withheld). For the avoidance of doubt, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity no Lender will be required to provide ~~a new Commitment pursuant to paragraph (b) below if the aggregate amount of all~~ any such Additional Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionunless it so agrees. (b) ~~Any additional bank or financial institution that~~ With respect to a Commitment increase pursuant to clause (a)(i) above, the ~~Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and~~ Parent Borrower shall provide a ~~Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent,~~ supplement substantially in the form of Exhibit N M-1 hereto (a the “~~New Bank~~ Increase Supplement”)) specifying the U.S. Facility Commitment increase or the Canadian Facility Commitment increase, ~~whereupon such bank or financial institution (a “New Bank”)~~ as the case may be, executed by each increasing Lender and the Parent Borrower which shall ~~become a Bank for all purposes and~~ be delivered to the ~~same extent as if originally~~ Administrative Agent for recording in the Register. With respect to a ~~party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and~~ Commitment ~~of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to~~ increase ~~its Commitment~~ pursuant to ~~this subsection 2.20 shall~~clause (a)(ii) above, ~~in each case, execute~~ the Parent Borrower shall provide a ~~Commitment Increase Supplement with the Borrowers and the Administrative Agent,~~ Lender Joinder Agreement substantially in the form of Exhibit O M-2 hereto (a the “~~Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank~~Lender Joinder Agreement”) specifying, among other things, the U.S Facility Commitment amount or Canadian Facility Commitment amount, as the case may be, executed by the Additional Commitment Lender and the Parent Borrower, which shall be ~~bound by and entitled~~ delivered together with any tax forms required pursuant to subsection 4.11 hereof to the ~~benefits~~ Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a U.S Facility Lender and/or a Canadian Facility Lender, as the case may be, and a Lender for all intents and purposes of this Agreement ~~with respect to the full amount of its Commitment as so increased,~~ and ~~Schedule II~~ such Additional Commitments shall be ~~deemed to be amended to so increase the Commitment of such Bank~~U.S. Facility Commitments or Canadian Commitments, respectively. (dc) ~~The~~ Upon the effectiveness of ~~any New Bank~~ the Increase Supplement or ~~Commitment Increase Supplement~~ the Lender Joinder Agreement, as the case may be, outstanding Loans and/or participations in outstanding Swing Line Loans and/or L/C Obligations under the U.S. Facility and/or the Canadian Facility, as the case may be, shall be ~~contingent upon receipt by~~ reallocated (and the ~~Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers~~ increasing Lender or joining Additional Commitment Lender, as ~~the Administrative Agent~~ applicable, shall ~~reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)~~make appropriate payments representing principal, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the ~~pro rata provisions~~ Parent Borrower making any necessary payments of ~~subsection 2.12(b~~accrued interest) ~~based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent~~ so that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect ~~to any increase in~~ thereto the ~~aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In~~ increasing Lender or the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loansjoining Additional Commitment Lender, as the ~~applicable Borrower shall determine~~case may be, ~~so that~~and the other U.S. Facility Lenders or Canadian Facility Lenders, ~~after giving effect thereto~~as the case may be, share ratably in the ~~ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with~~ Aggregate U.S. Facility Lender Exposure, or the ~~pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition~~Aggregate Canadian Facility Lender Exposure, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable ~~provisions of this Agreement)~~Commitments (and notwithstanding Section 4.12, ~~and on the last day of the respective Interest Periods the applicable~~ no Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be ~~in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall~~ liable for any ~~transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not,~~ amounts under Section 4.12 as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionsuch reallocation). (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings Inc)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing~~Subject to Section 4.03, the ~~Borrowers may request~~ Borrower and any one or more Lenders (including New Lenders) may, from time to time, without the consent of any other Lender (but with the consent of (i) the Administrative Agent (solely in the case of any Increasing Lender that is not then a Lender or an Affiliate thereof), each Issuing Bank and the Swingline Lender, in each case such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to as the ~~aggregate Commitments~~ “Increasing Lenders”) by ~~notice~~ executing and delivering to the Administrative Agent ~~in writing of~~ an Incremental Commitment Activation Notice specifying (i) the amount ~~(the “Offered Increase Amount”)~~ of ~~such proposed increase (such notice, a “Commitment Increase Notice”). Any~~ such Commitment Increase ~~Notice must offer each Bank~~ and (ii) the ~~opportunity to subscribe for its pro rata share of~~ proposed applicable Incremental Commitment Effective Date. Notwithstanding the ~~increased Commitments; provided~~foregoing, ~~however, the Borrowers may, with the consent of the Administrative Agent~~ (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bA) ~~below if~~ the aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ Commitment ~~becomes effective does~~ Increases obtained after the Closing Date shall not exceed $500,000,000 ~~subject to subsection 2.20(f). If any portion~~ and (B) each Commitment Increase shall be in an integral multiple of ~~the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is~~ $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion~~. (b)~~ . Any ~~additional bank or~~ bank, financial institution or other entity that is an Eligible Assignee (and has provided to the ~~Borrowers select~~ Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to ~~offer the opportunity to provide any portion of the increased Commitments, and~~ such entity) that elects to become a ~~party to~~ “Lender” under this Agreement ~~and provide a Commitment,~~ in connection with any Commitment Increase shall execute a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent~~(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and ~~Schedule II~~ all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Credit Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be ~~amended~~ repaid, (B) each Increasing Lender that shall have had a Commitment prior to ~~add the name and Commitment of such New Bank, provided that~~ the Commitment ~~of any such New Bank~~ Increase shall ~~be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer~~ pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent ~~of such corporate resolutions of the Borrowers and legal opinions of counsel~~ in same day funds an amount equal to the ~~Borrowers~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent ~~shall reasonably request with respect thereto.~~ receives the funds specified in clauses (~~i) Except as otherwise provided in subparagraphs (ii~~B) and (~~iii~~C) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall ~~deliver such amended Schedule II and a notice~~ pay to each ~~Bank~~ Lender the portion of such funds that is equal to the ~~adjusted~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment ~~Percentages~~ Increase) multiplied by (y) the amount of each Initial Borrowing, and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any ~~increase in~~ and all accrued but unpaid interest on its Revolving Credit Loans comprising the ~~aggregate Commitments~~ Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clause (iiA) In above shall be subject to compensation by the ~~event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans,~~ Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of ~~subsection 2.12(b) based on such new~~ Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the ~~respective~~ Interest ~~Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect~~ Period relating thereto~~, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (MPLX Lp), Credit Agreement (Marathon Petroleum Corp)

Commitment Increases. (a) At Subject to Section 4.03, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date, ~~provided that no Event~~ without the consent of ~~Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount~~ any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (~~which consent shall not be unreasonably withheld or delayed), without offering to each Bank~~ solely in the ~~opportunity to subscribe for its pro rata share~~ case of ~~the increased Commitments, offer to~~ any ~~existing Bank or any bank or other financial institution~~ Increasing Lender that is not then a Lender or an ~~existing~~ Affiliate thereof), each Issuing Bank and the ~~opportunity~~ Swingline Lender, in each case, such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a ~~new~~ “Commitment ~~pursuant~~ Increase”, and such Lenders and New Lenders being collectively referred to ~~paragraph~~ as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) ~~below if~~ the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ Commitment ~~becomes effective does~~ Increases obtained after the Closing Date shall not exceed $~~500,000,000 subject to subsection 2.20(f). If any portion~~ 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of ~~the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is~~ $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion~~. (b)~~ . Any ~~additional bank or~~ bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the ~~Borrowers select~~ Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to ~~offer the opportunity to provide any portion of the increased Commitments, and~~ such entity) that elects to become a ~~party to~~ “Lender” under this Agreement ~~and provide a Commitment,~~ in connection with any Commitment Increase shall execute a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent~~(each, a “New Lender Supplement”), substantially in the form of Exhibit N D-2, whereupon such bank, financial institution or other entity (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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~~, and Schedule II~~ . (b) (i) The commitments under each Commitment Increase shall be deemed ~~to be amended to add~~ for all purposes part of the ~~name and Commitment of~~ Commitments, (ii) each Lender (including any New Lender) participating in such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase ~~Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (~~shall become a ~~“Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement~~ Lender with respect to the ~~full amount of its Commitment as so increased,~~ Commitments and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) each Increasing Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference between (x) the product of ~~this paragraph~~ (e)1) such Lender’s Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of each Borrowing then outstanding and (y) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of each such Borrowing, ~~if any bank or financial institution becomes~~ (B) each Increasing Lender that shall not have had a ~~New Bank pursuant~~ Commitment prior to ~~subsection 2.20(b~~such Commitment Increase shall pay to the Administrative Agent in same-day funds an amount equal to the product of (1) ~~or any Bank~~such Increasing Lender’s Applicable Percentage (calculated after giving effect to such Commitment ~~is increased pursuant to subsection 2.20(c)~~Increase) multiplied by (2) the amount of each Borrowing then outstanding, ~~additional Committed Rate Loans made on or~~ (C) after the ~~date of~~ Administrative Agent receives the ~~effectiveness thereof~~ funds specified in clauses (~~the “Re-Allocation Date”~~A) ~~shall be made in accordance with the pro rata provisions of subsection 2.12(b~~and (B) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall ~~deliver such amended Schedule II and a notice~~ pay to each ~~Bank~~ Lender the portion of such funds that is equal to the ~~adjusted~~ difference between (x) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to such Commitment ~~Percentages~~ Increase) multiplied by (2) the amount of each Borrowing then outstanding, and (y) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to ~~any increase in~~ such Commitment Increase) multiplied by (2) the ~~aggregate Commitments~~ amount of each such Borrowing and (D) each Lender shall be deemed to hold its Applicable Percentage of each Borrowing then outstanding (calculated after giving effect to such Commitment Increase). The payments made pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clause (iiC) In above, to the ~~event that on any such Re-Allocation Date there is an unpaid principal amount of ABR~~ extent relating to Term SOFR Revolving Loans, shall be subject to compensation by the ~~applicable~~ Borrower ~~shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as~~ pursuant to the ~~applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata~~ provisions of ~~subsection 2.12(b) based on such new~~ Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the ~~respective~~ Interest ~~Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect~~ Period relating thereto~~, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Marathon Petroleum Corp), Revolving Credit Agreement (MPLX Lp)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase), ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in ~~writing~~ writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $150,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a ~~Commitment Increase Supplement~~ commitment increase supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Administrative Agent consents to such increase (which consent of the Administrative Agent shall not be unreasonably withheld, conditioned or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $650,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 2 contracts

Sources: Credit Agreement (PG&E Corp), Credit Agreement (PG&E Corp)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase), ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in writing of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $5,000,000 and shall not exceed, in the aggregate, $100,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent and, unless any such other bank, financial institution or other entity would qualify as an Eligible Assignee, the Issuing Lender (which ~~consent~~ consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a ~~New Bank Supplement~~ new lender supplement with the ~~Borrowers~~ Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ LOSANGELES 618830 v1 (2K) Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Administrative Agent and the Issuing Lender consent to such increase (which consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $300,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 2 contracts

Sources: Credit Agreement (Pacific Gas & Electric Co), Credit Agreement (Pg&e Corp)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to ~~any existing Bank or~~ any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~2,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere & Co)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in writing of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate, $1,000,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent and, unless any such other bank, financial institution or other entity would qualify as an Eligible Assignee, the Issuing Lender (which ~~consent~~ consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Administrative Agent and the Issuing Lender consent to such increase (which consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $3,000,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 2 contracts

Sources: Credit Agreement (Pacific Gas & Electric Co), Credit Agreement (Pg&e Corp)

Commitment Increases. (a) At Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time ~~after~~ to time prior to the ~~Closing~~ Maturity Date, ~~provided that no Event~~ without the consent of ~~Default shall have occurred and be continuing~~any other Lender, the ~~Borrowers may request an increase of the aggregate Commitments by notice to the~~ Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, howeverAgent, the ~~Borrowers may,~~ Swing Line Lender or any L/C Issuer (but with the consent of the Administrative ~~Agent~~ Agent, the Swing Line Lender and each L/C Issuer (~~which consent shall~~ not to be unreasonably ~~withheld~~ withheld, delayed or ~~delayed~~conditioned) with respect to any New Lender), ~~without offering to each Bank~~ agree that such Lenders shall provide additional Commitments or increase the ~~opportunity to subscribe for its pro rata share~~ amount of ~~the increased~~ their respective Commitments, ~~offer~~ as the case may be (each, a “Commitment Increase”), by executing and delivering to ~~any existing Bank or any bank or other financial institution that is not~~ the Administrative Agent an ~~existing Bank~~ Incremental Commitment Activation Notice specifying (i) the ~~opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate~~ amount of ~~all~~ such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments ~~made hereunder pursuant to this proviso which will be~~ in effect ~~when such new Commitment becomes effective does~~ at any time shall not exceed $~~500,000,000 subject to subsection 2.20(f). If any portion~~ 1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of ~~the increased Commitments offered to the Banks as contemplated~~ $10,000,000 or in ~~the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent~~ integral multiples of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below$5,000,000 in excess thereof. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion. . Any Person (bother than an existing Lender) ~~Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and~~ that elects to become a ~~party to~~ “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and ~~provide a Commitment,~~ shall execute and deliver to the Administrative Agent a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent,~~ substantially in the form of Exhibit N G (each, a “New Lender Supplement”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such Person (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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~~, and Schedule II~~ . (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to ~~be amended~~ its Commitment and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On each Incremental Commitment Effective Date, (A) the Administrative Agent shall notify the Lenders (including the New Lenders) and the Borrower of the effectiveness of the applicable Commitment Increase, (B) each Lender (including each New Lender) shall pay to ~~add~~ the ~~name and~~ Administrative Agent, in same day funds, an amount, if positive, equal to (x) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, after giving effect to such ~~New Bank~~Commitment Increase) minus (y) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, ~~provided~~ in each case, without giving effect to such Commitment Increase), (C) promptly thereafter upon the Administrative Agent’s receipt of the amounts described in the foregoing clause (B), the Administrative Agent shall pay to each Lender, in same day funds, an amount such that the portion of the aggregate Loans then outstanding owing to such Lender after giving effect to such payment by the Administrative Agent equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of ~~any such New Bank~~ the Aggregate Commitments outstanding, in each case, after giving effect to the relevant Commitment Increase) and (D) the Borrower shall be responsible for paying to each Lender any breakage fees or costs in accordance with Section 3.05 to the same extent as if any reallocation of outstanding Loans pursuant to this Section 2.15(b) were deemed an ~~amount not less than $10,000,000~~optional prepayment made by the Borrower. (c) ~~Any Bank that accepts~~ Each Commitment Increase shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.01): (i) The Administrative Agent shall have received (A) an ~~offer to it~~ Incremental Commitment Activation Notice from each Lender (including any New Lender) participating in such Commitment Increase, executed by the ~~Borrowers~~ Borrower, the Administrative Agent and such Lender (including such New Lender) and (B) if applicable, with respect to ~~increase its Commitment pursuant to this subsection 2.20 shall~~any New Lender, ~~in each case~~a New Lender Supplement, ~~execute a Commitment Increase Supplement with~~ executed by the ~~Borrowers and~~ Borrower, the Administrative Agent, ~~substantially~~ such New Lender, the Swing Line Lender and each L/C Issuer, each in accordance with Section 2.15(a) above. (ii) The Administrative Agent shall have received a certificate, dated the ~~form of Exhibit O (a “~~applicable Incremental Commitment ~~Increase Supplement”)~~Effective Date, ~~whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled~~ from the Borrower, certifying as to the ~~benefits~~ matters set forth in clause (iii) below. If required by the Administrative Agent, the Administrative Agent shall have received such evidence of ~~this Agreement~~ appropriate corporate authorization on the part of the Borrower with respect to the ~~full amount of its~~ Commitment ~~as so increased,~~ Increase in form and ~~Schedule II shall be deemed~~ substance reasonably satisfactory to ~~be amended to so increase~~ the Administrative Agent and the Lenders providing such Commitment ~~of such Bank~~Increase. (diii) ~~The effectiveness~~ As of ~~any New Bank Supplement~~ the applicable Incremental Commitment Effective Date, (A) no Default or Event of Default shall exist or would result from such Commitment Increase ~~Supplement~~ and (B) the representations and warranties of the Borrower contained in Article V, and which are contained in any Loan Document furnished by the Borrower at any time under or in connection herewith, shall be ~~contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers~~ true and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)correct, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that ~~any~~ such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment~~representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such ~~excess amount will be allocated to~~date, and ~~made by~~except that for purposes of this Section 2.15, the ~~relevant New Banks~~ representations and ~~Increasing Banks~~ warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made most recent statements furnished pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clauses (iia) ~~In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof~~ and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreementb), ~~and on the last day~~ respectively, of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesSection 6.01. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Enbridge Energy Partners Lp)

Commitment Increases. (a) At The Banks hereby acknowledge and agree that the Borrower may at any time ~~after~~ prior to the ~~Closing~~ Final Maturity Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no ~~Event of Default~~ Bank shall ~~have occurred and~~ be ~~continuing, the Borrowers may request an increase of the aggregate Commitments by notice~~ required to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer agree to any ~~existing Bank~~ such increase) or ~~any bank or other~~ by requesting a financial institution that is ~~not~~ an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects Eligible Transferee to become a party to this Agreement ~~and provide~~ (such institution, a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “"New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank"), provided that (i) no Event of Default has occurred and is continuing at the ~~Commitment~~ time of any such increase, (ii) the Credit Rating shall be either an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrower shall deliver a notice of such increase to the Payments Administrator describing (x) the amount of such increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such entity's Commitment after giving effect to such increase, and (iv) the Borrower and each such Bank or New Bank shall be deliver an Agreement of Commitment Increase to the Payments Administrator. Any such Total Commitment increase will become effective upon (A) in ~~an amount not less than~~ the case of New Banks only, the payment to the Payments Administrator of a nonrefundable fee of $~~10,000,000.~~ 2,500 and (cB) ~~Any Bank that accepts an offer to it~~ in all cases, the recording by the ~~Borrowers~~ Payments Administrator of such addition to ~~increase~~ the Total Commitment in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the effectiveness of any additional Commitment pursuant to this ~~subsection 2.20 shall~~Section 1.16, ~~in each case~~(x) the New Bank, ~~execute~~ if any, will become a ~~Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing~~ "Bank~~”) shall be bound by and entitled to the benefits~~ " for all purposes of this Agreement and the other Credit Documents with ~~respect to the full amount of its~~ a Commitment as so ~~increased,~~ recorded by the Payments Administrator in the Register and ~~Schedule II~~ (y) the Borrower shall ~~be deemed~~ issue to ~~be amended~~ the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to ~~so increase~~ this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the ~~Commitment~~ Borrower and each of ~~such Bank~~the Banks. (db) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by~~ If the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Total Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date.Section 1.16 (iia) In at a time when Loans are outstanding, then the ~~event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable~~ Borrower shall ~~make prepayments thereof~~ take all such actions as appropriate to repay and ~~one or both Borrowers shall make borrowings of ABR~~ reborrow Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR~~ (but without any obligation to repay Eurodollar Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and other than on the last day of an Interest Period applicable thereto and without regard to the ~~respective Interest Periods~~ provisions of the ~~applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings~~ first sentence of ~~ABR Loans and/or Eurocurrency Loans~~ Section 1.08), so that, ~~after giving effect thereto~~as soon as practicable, the ~~ABR~~ outstanding principal amount of the Loans ~~and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ each Non-Defaulting Bank equals such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% Bank's Percentage of the aggregate ~~Commitments on any Re~~outstanding principal amount of all Loans of all Non-~~Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion~~Defaulting Banks. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (RJR Nabisco Inc), Credit Agreement (Nabisco Inc)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing~~Subject to Section 4.04, the ~~Borrowers may request an increase~~ Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of ~~the aggregate Commitments by notice to~~ any other Lender, the Administrative Agent ~~in writing of the amount~~ or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (~~which consent shall~~ not to be unreasonably ~~withheld~~ withheld, delayed or ~~delayed~~conditioned) with respect to any New Lender), ~~without offering~~ agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”, and such Lenders and New Lenders being collectively referred to ~~each Bank~~ as the ~~opportunity~~ “Increasing Lenders”) by executing and delivering to ~~subscribe for its pro rata share~~ the Administrative Agent an Incremental Commitment Activation Notice specifying (i) the amount of such Commitment Increase and (ii) the ~~increased Commitments~~proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, ~~offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph~~ (bA) ~~below if~~ the aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ Commitment ~~becomes effective does~~ Increases obtained after the Closing Date shall not exceed $~~500,000,000 subject to subsection 2.20(f). If any portion~~ 300,000,000 and (B) each Commitment Increase shall be in an integral multiple of ~~the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is~~ $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion~~. (b)~~ . Any ~~additional bank or~~ bank, financial institution or other entity that is eligible to be an assignee under Section 10.04 (and has provided to the ~~Borrowers select~~ Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to ~~offer the opportunity to provide any portion of the increased Commitments, and~~ such entity) that elects to become a ~~party to~~ “Lender” under this Agreement ~~and provide a Commitment,~~ in connection with any Commitment Increase shall execute a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent~~(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and ~~Schedule II~~ all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be ~~amended~~ repaid, (B) each Increasing Lender that shall have had a Commitment prior to ~~add the name and Commitment of such New Bank, provided that~~ the Commitment ~~of any such New Bank~~ Increase shall ~~be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer~~ pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent ~~of such corporate resolutions of the Borrowers and legal opinions of counsel~~ in same day funds an amount equal to the ~~Borrowers~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent ~~shall reasonably request with respect thereto.~~ receives the funds specified in clauses (~~i) Except as otherwise provided in subparagraphs (ii~~B) and (~~iii~~C) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall ~~deliver such amended Schedule II and a notice~~ pay to each ~~Bank~~ Lender the portion of such funds that is equal to the ~~adjusted~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment ~~Percentages~~ Increase) multiplied by (y) the amount of each Initial Borrowing, and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase), and (G) the Borrower shall pay each Lender any ~~increase in~~ and all accrued but unpaid interest on its Loans comprising the ~~aggregate Commitments~~ Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clause (iiA) In above shall be subject to compensation by the ~~event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans,~~ Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of ~~subsection 2.12(b) based on such new~~ Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the ~~respective~~ Interest ~~Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect~~ Period relating thereto~~, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Revolving Credit Agreement (MPLX Lp), Revolving Credit Agreement (Marathon Petroleum Corp)

Commitment Increases. (a1) ~~At any time after the Closing Date~~The Borrower may, ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing of~~ given during the ~~amount~~ Availability Period, from time to time request an increase to the existing Commitments (~~the~~ any such increase, “~~Offered Increase Amount~~New Commitments”) by an amount not less than U.S.$25,000,000 in the case of each such ~~proposed~~ increase (or such ~~notice~~lesser amount which shall be approved by Administrative Agent), and integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a “date not less than 20 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment ~~Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity~~ shall be subject to ~~subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the~~ consent of the Administrative Agent ~~(which consent shall not be unreasonably withheld or delayed), without offering to each Bank~~ and the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be Lenders in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its their sole and absolute discretion. (b2) ~~Any additional bank~~ Such New Commitments shall become effective as of such Increased Amount Date, provided that (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion; (B) no Default or ~~financial institution that the Borrowers select~~ Event of Default shall exist on such Increased Amount Date before or after giving effect to ~~offer the opportunity to provide any portion~~ such New Commitments; (C) each of the ~~increased Commitments, and that elects~~ conditions set forth in Section 3.2 shall be satisfied as if such Increased Amount Date were a Credit Date; (D) the Borrower shall make any payments required pursuant to ~~become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers~~ Section 2.7 and the Fee Letters in connection with such New Commitments; and (E) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative ~~Agent~~Agent in connection with any such transaction. (3) On any Increased Amount Date on which New Commitments are effected, ~~substantially in~~ subject to the ~~form~~ satisfaction of ~~Exhibit N~~ the foregoing terms and conditions, (A) each New Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing BankLoan”) shall be ~~bound by~~ deemed, for all purposes, a “Loan”. The terms and ~~entitled~~ provisions of the New Commitments shall be identical to the ~~benefits~~ terms and conditions of ~~this Agreement with respect~~ the Commitments, and the terms and conditions of the New Loans shall be identical to the ~~full amount of its Commitment as so increased,~~ terms and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions conditions of the ~~Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto~~Loans. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Kennedy Lewis Capital Co), Credit Agreement (Kennedy Lewis Capital Co)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any ~~existing Bank or any~~ bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~2,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Deere & Co), Credit Agreement (Deere & Co)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in ~~writing~~ writing, given not more frequently than once a calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $250,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Administrative Agent consents to such increase (which consent of the Administrative Agent shall not be unreasonably withheld or delayed) and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $1,000,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 2 contracts

Sources: Credit Agreement (Pacific Gas & Electric Co), Credit Agreement (Pg&e Corp)

Commitment Increases. (a) At any time after the Closing Date, ~~provided~~ PROVIDED that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the ~~“Offered Increase Amount”~~"OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a ~~“Commitment Increase Notice”~~"COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; ~~provided~~PROVIDED, ~~however~~HOWEVER, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to ~~any existing Bank or~~ any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Deere & Co), Credit Agreement (Deere & Co)

Commitment Increases. (a) ~~At any time after~~ In the ~~Closing Date, provided~~ event that ~~no Event of Default shall have occurred and be continuing, the Borrowers may request an~~ Borrower wishes to increase of the aggregate ~~Commitments by notice to~~ Commitments, it shall notify the Lenders (through the Managing Administrative ~~Agent in writing~~ Agent) of the amount ~~(the “Offered Increase Amount”)~~ of such proposed increase (such notice, a “Commitment Increase ~~Notice~~Offer”). ~~Any such~~ Each Commitment Increase ~~Notice must~~ Offer shall offer ~~each Bank~~ the Lenders the opportunity to ~~subscribe for its pro rata share~~ participate in the increased Commitments ratably in accordance with their respective Commitment Percentages. In the event that any Lender (each, a “Declining Lender”) shall fail to accept in writing a Commitment Increase Offer within 10 Business Days after receiving notice thereof, all or any portion of the ~~increased Commitments; provided, however~~proposed increase in the Commitments offered to the Declining Lenders (the aggregate of such offered amounts, the ~~Borrowers may, with the consent of the Administrative Agent (which consent shall not~~ “Declined Amount”) may instead be ~~unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer~~ allocated to any ~~existing Bank~~ one or ~~any bank~~ more additional banks, financial institutions or other ~~financial institution that is not an existing Bank the opportunity to provide a new Commitment~~ entities pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as and/or to any ~~bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to~~ one or more ~~additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments~~ existing Lenders pursuant to paragraph (bc)(ii) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity (herein called a “New Lender”) which, with the ~~Borrowers select to offer the opportunity to provide any portion~~ consent of the ~~increased Commitments~~Borrower and the Managing Administrative Agent, ~~and that~~ elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment~~Commitment in an amount equal to all or any portion of a Declined Amount, shall execute a New ~~Bank~~ Lender Supplement (each, a “New Lender Supplement”) with the ~~Borrowers~~ Borrower and the Managing Administrative Agent, substantially in the form of Exhibit ~~N (a “New Bank Supplement”)~~J-1, whereupon such ~~bank or financial institution (a “~~New ~~Bank”)~~ Lender shall become a ~~Bank~~ 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, and Schedule II 1.2 shall be deemed to be amended to add the name and Commitment of such New ~~Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~Lender. (c) Any ~~Bank that~~ Lender which (i) accepts ~~an offer~~ a Commitment Increase Offer pursuant to ~~it by~~ subsection 2.23(a) or (ii) with the ~~Borrowers~~ consent of the Borrower elects to increase its Commitment ~~pursuant~~ by an amount equal to ~~this subsection 2.20~~ all or any portion of a Declined Amount shall, in each case, execute a Commitment Increase Supplement (each, a “Commitment Increase Supplement”) with the ~~Borrowers~~ Borrower and the Managing Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~J-2, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II 1.2 shall be deemed to be amended to so increase the Commitment of such ~~Bank~~Lender. (d) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent~~ If on the date upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)which a bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Lender pursuant to subsection ~~2.20(b~~2.23(b) or ~~any Bank~~upon which a Lender’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.2.23

Appears in 2 contracts

Sources: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)

Commitment Increases. (a) At Subject to Section 4.03, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date, ~~provided that no Event~~ without the consent of ~~Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount~~ any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (~~which consent shall not be unreasonably withheld or delayed), without offering to each Bank~~ solely in the ~~opportunity to subscribe for its pro rata share~~ case of ~~the increased Commitments, offer to~~ any ~~existing Bank or any bank or other financial institution~~ Increasing Lender that is not then a Lender or an ~~existing~~ Affiliate thereof), each Issuing Bank and the ~~opportunity~~ Swingline Lender, in each case, such consent not to be unreasonably withheld, delayed or conditioned), agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a ~~new~~ “Commitment ~~pursuant~~ Increase”, and such Lenders and New Lenders being collectively referred to ~~paragraph~~ as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) ~~below if~~ the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ Commitment ~~becomes effective does~~ Increases obtained after the Closing Date shall not exceed $~~500,000,000 subject to subsection 2.20(f). If any portion~~ 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of ~~the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is~~ $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion~~. (b)~~ . Any ~~additional bank or~~ bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the ~~Borrowers select~~ Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to ~~offer the opportunity to provide any portion of the increased Commitments, and~~ such entity) that elects to become a ~~party to~~ “Lender” under this Agreement ~~and provide a Commitment,~~ in connection with any Commitment Increase shall execute a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent~~(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and ~~Schedule II~~ all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be ~~amended~~ repaid, (B) each Increasing Lender that shall have had a Commitment prior to ~~add the name and Commitment of such New Bank, provided that~~ the Commitment ~~of any such New Bank~~ Increase shall ~~be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer~~ pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent ~~of such corporate resolutions of the Borrowers and legal opinions of counsel~~ in same day funds an amount equal to the ~~Borrowers~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent ~~shall reasonably request with respect thereto.~~ receives the funds specified in clauses (~~i) Except as otherwise provided in subparagraphs (ii~~B) and (~~iii~~C) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall ~~deliver such amended Schedule II and a notice~~ pay to each ~~Bank~~ Lender the portion of such funds that is equal to the ~~adjusted~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment ~~Percentages~~ Increase) multiplied by (y) the amount of each Initial Borrowing and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any ~~increase in~~ and all accrued but unpaid interest on its Loans comprising the ~~aggregate Commitments~~ Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clause (iiA) In above shall be subject to compensation by the ~~event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans,~~ Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of ~~subsection 2.12(b) based on such new~~ Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the ~~respective~~ Interest ~~Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect~~ Period relating thereto~~, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Marathon Petroleum Corp), Revolving Credit Agreement (MPLX Lp)

Commitment Increases. (a) At any time and from time to time after the Closing Date, the Warehousing Credit Limit and the Term Loan Credit Limit may be increased either by an Additional Lender establishing a Warehousing Commitment and a Term Loan Commitment or by one or more then existing Lenders ("Increase Lenders") increasing its Warehousing Commitment Amount and Term Loan Commitment Amount (each such increase by either means, a "Commitment Increase") provided that no ~~Event of Default~~ Commitment Increase shall become effective unless and until (i) Borrowers, Credit Agent and the Additional Lenders or the Increase Lenders shall have ~~occurred~~ executed and ~~be continuing, the Borrowers may request~~ delivered an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement amendment with respect to ~~the full amount of its~~ such Commitment ~~as so increased~~Increase, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so thatif, after giving effect thereto, the ~~ABR Loans~~ Warehousing Credit Limit would exceed $450,000,000 and ~~Eurocurrency Loans outstanding are held as nearly as may be in accordance with~~ the ~~pro rata provisions~~ Term Loan Credit Limit would exceed $100,000,000, such Commitment Increase shall have been consented to by each of ~~subsection 2.12(b~~the other Lenders. Prior to the effective date ("Effective Date") ~~based on such~~ of any Commitment Increase, Borrowers shall issue promissory notes to the Additional Lenders. Such new promissory note or notes shall constitute a "Warehousing Note" and "Term Loan Note" for the purposes of the Loan Documents. No Lender has implicitly or explicitly agreed to make any future Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~Increase by entering into this Agreement. (~~iii~~b) In On the ~~event~~ Effective Date of such Commitment Increase, Credit Agent shall recompute the Percentage Share for each Lender based on the new Warehousing Credit Limit and Term Loan Credit Limit which results from the Commitment Increase, and Credit Agent shall request Warehousing Advances and Term Loan Advances from or will direct prepayments to each Lender so that ~~on any such Re-Allocation Date there is an unpaid principal~~ the total amount of ~~Eurocurrency Loans, such Eurocurrency Loans shall remain~~ all then outstanding ~~with~~ Warehousing Advances and Term Loan Advances are shared pro rata by each Lender. On the ~~respective holders thereof until~~ effective date of any reduction of the Warehousing Credit Limit and Term Loan Credit Limit resulting from the expiration of ~~their respective Interest Periods (unless the applicable Borrower elects to prepay~~ a temporary increase in any ~~thereof in accordance with the applicable provisions of this Agreement)~~Lender's Warehousing Commitment Amount and Term Loan Commitment Amount, ~~and on the last day of the respective Interest Periods the applicable~~ Borrower shall ~~make prepayments thereof~~ prepay the Warehousing Advances and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, Term Loan Advances in an amount equal to the ~~Commitment~~ amount by which the aggregate unpaid principal balance of such ~~Bank after giving effect~~ Lender's (i) Warehousing Advances exceeds its Warehousing Commitment Amount, and (ii) Term Loan Advances exceeds its Term Loan Commitment Amount, and Credit Agent shall direct such prepayments to ~~any increase in~~ such ~~Bank’s Commitment~~Lender.

Appears in 2 contracts

Sources: Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Investment Corp), Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Investment Corp)

Commitment Increases. (a) At Subject to Section 2.15(c) below, the Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time ~~after~~ to time prior to the ~~Closing~~ Maturity Date, ~~provided that no Event~~ without the consent of ~~Default shall have occurred and be continuing~~any other Lender, the ~~Borrowers may request an increase of the aggregate Commitments by notice to the~~ Administrative ~~Agent in writing of the amount~~ Agent, any Swing Line Lender or any L/C Issuer (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative ~~Agent~~ Agent, each Swing Line Lender and each L/C Issuer (~~which consent shall~~ not to be unreasonably ~~withheld~~ withheld, delayed or ~~delayed~~conditioned) with respect to any New Lender), ~~without offering to each Bank~~ agree that such Lenders shall provide additional Commitments or increase the ~~opportunity to subscribe for its pro rata share~~ amount of ~~the increased~~ their respective Commitments, ~~offer~~ as the case may be (each, a “Commitment Increase”), by executing and delivering to ~~any existing Bank or any bank or other financial institution that is not~~ the Administrative Agent an ~~existing Bank~~ Incremental Commitment Activation Notice specifying (i) the ~~opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate~~ amount of ~~all~~ such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the Aggregate Commitments ~~made hereunder pursuant to this proviso which will be~~ in effect ~~when such new Commitment becomes effective does~~ at any time shall not exceed $~~500,000,000 subject to subsection 2.20(f). If any portion~~ 1,500,000,000 and (B) each Commitment Increase shall be in an aggregate principal amount of ~~the increased Commitments offered to the Banks as contemplated~~ $10,000,000 or in ~~the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent~~ integral multiples of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below$5,000,000 in excess thereof. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion. . Any Person (bother than an existing Lender) ~~Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and~~ that elects to become a ~~party to~~ “Lender” under this Agreement in connection with any Commitment Increase must meet the criteria to be an Eligible Assignee and ~~provide a Commitment,~~ shall execute and deliver to the Administrative Agent a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent,~~ substantially in the form of Exhibit N G (each, a “New Lender Supplement”), together with an Administrative Questionnaire and any applicable Tax forms required hereunder with respect to such Person, whereupon such Person (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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~~, and Schedule II~~ . (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to ~~be amended~~ its Commitment and all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On each Incremental Commitment Effective Date, (A) the Administrative Agent shall notify the Lenders (including the New Lenders) and the Borrower of the effectiveness of the applicable Commitment Increase, (B) each Lender (including each New Lender) shall pay to ~~add~~ the ~~name and~~ Administrative Agent, in same day funds, an amount, if positive, equal to (x) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, in each case, after giving effect to such ~~New Bank~~Commitment Increase) minus (y) such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments, ~~provided~~ in each case, without giving effect to such Commitment Increase), (C) promptly thereafter upon the Administrative Agent’s receipt of the amounts described in the foregoing clause (B), the Administrative Agent shall pay to each Lender, in same day funds, an amount such that the portion of the aggregate Loans then outstanding owing to such Lender after giving effect to such payment by the Administrative Agent equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of ~~any such New Bank~~ the Aggregate Commitments outstanding, in each case, after giving effect to the relevant Commitment Increase) and (D) the Borrower shall be responsible for paying to each Lender any breakage fees or costs in accordance with Section 3.05 to the same extent as if any reallocation of outstanding Loans pursuant to this Section 2.15(b) were deemed an ~~amount not less than $10,000,000~~optional prepayment made by the Borrower. (c) ~~Any Bank that accepts~~ Each Commitment Increase shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.01): (i) The Administrative Agent shall have received (A) an ~~offer to it~~ Incremental Commitment Activation Notice from each Lender (including any New Lender) participating in such Commitment Increase, executed by the ~~Borrowers~~ Borrower, the Administrative Agent and such Lender (including such New Lender) and (B) if applicable, with respect to ~~increase its Commitment pursuant to this subsection 2.20 shall~~any New Lender, ~~in each case~~a New Lender Supplement, ~~execute a Commitment Increase Supplement with~~ executed by the ~~Borrowers and~~ Borrower, the Administrative Agent, ~~substantially~~ such New Lender, each Swing Line Lender and each L/C Issuer, each in accordance with Section 2.15(a) above. (ii) The Administrative Agent shall have received a certificate, dated the ~~form of Exhibit O (a “~~applicable Incremental Commitment ~~Increase Supplement”)~~Effective Date, ~~whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled~~ from the Borrower, certifying as to the ~~benefits~~ matters set forth in clause (iii) below. If required by the Administrative Agent, the Administrative Agent shall have received such evidence of ~~this Agreement~~ appropriate corporate authorization on the part of the Borrower with respect to the ~~full amount of its~~ Commitment ~~as so increased,~~ Increase in form and ~~Schedule II shall be deemed~~ substance reasonably satisfactory to ~~be amended to so increase~~ the Administrative Agent and the Lenders providing such Commitment ~~of such Bank~~Increase. (diii) ~~The effectiveness~~ As of ~~any New Bank Supplement~~ the applicable Incremental Commitment Effective Date, (A) no Default or Event of Default shall exist or would result from such Commitment Increase ~~Supplement~~ and (B) the representations and warranties of the Borrower contained in Article V, and which are contained in any Loan Document furnished by the Borrower at any time under or in connection herewith, shall be ~~contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers~~ true and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)correct, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that ~~any~~ such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment~~representations and warranties specifically refer to a different date, in which case they shall be true and correct as of such ~~excess amount will be allocated to~~date, and ~~made by~~except that for purposes of this Section 2.15, the ~~relevant New Banks~~ representations and ~~Increasing Banks~~ warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made most recent statements furnished pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clauses (iia) ~~In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof~~ and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreementb), ~~and on the last day~~ respectively, of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesSection 6.01. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Enbridge Energy Partners Lp)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase), ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in ~~writing~~ writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $5,000,000 and shall not exceed, in the aggregate for all increases, $100,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders with the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative ~~Agent~~ Agent, the Swingline Lender and the Issuing Lenders (which ~~consent~~ consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Administrative Agent, the Swingline Lender and the Issuing Lenders consent to such increase (which consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $400,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 2 contracts

Sources: Credit Agreement (PG&E Corp), Credit Agreement (PACIFIC GAS & ELECTRIC Co)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that~~ So long as no Event of Default ~~shall have~~ has occurred and be is continuing, the ~~Borrowers~~ Borrower may request ~~an increase~~ from time to time after the Effective Date, that the aggregate amount of the ~~aggregate~~ Lenders’ Commitments ~~by notice to the Administrative Agent in writing of the amount~~ be increased (~~the “Offered Increase Amount”) of such proposed increase (such notice,~~ each a “Commitment ~~Increase Notice~~Increase”~~). Any such~~ ) by delivering a Notice of Commitment ~~Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Increase; provided, however, ~~the Borrowers may, with the consent~~ that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of ~~the Administrative Agent~~ Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~Termination Date; (biii) ~~Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase ~~Supplement with~~ (the ~~Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a~~ “Commitment Increase ~~Supplement”), whereupon such Bank (an “Increasing Bank~~Effective Date”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon~~ Business Days after receipt by the Administrative Agent of such ~~corporate resolutions~~ Notice of Commitment Increase; (iv) the ~~Borrowers and legal opinions~~ amount of ~~counsel to the Borrowers~~ any Commitment Increase must be at least $10,000,000 or such lesser amount as the Administrative Agent ~~shall reasonably request with respect thereto.~~may agree to in its sole discretion; (iv) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e),~~ if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, requested by the Administrative Agent or any Lender (through the Administrative Agent), the Borrower shall ~~deliver~~ provide the Administrative Agent and/or such ~~amended Schedule II and~~ requesting Lenders, a ~~notice to each Bank~~ statement in conformity with the requirements of ~~the adjusted Commitment Percentages~~ FR Form G-3 or FR Form U-1, as applicable, after giving effect to any ~~increase~~ such Commitment Increase; and (vi) after giving effect to any requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $500,000,000. (b) So long as no Event of Default has occurred and is continuing, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the ~~aggregate Commitments made~~ Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to ~~this subsection 2.20~~ an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on ~~such Re-Allocation~~ or before the Commitment Increase Effective Date.; (ii) In the ~~event that on any~~ Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.~~Increase; (iii) In each CI Lender identified on the ~~event that on any~~ Notice of Commitment Increase for such ~~Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement~~), and on~~ ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Loans outstanding ~~are held~~ as ~~nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ such ~~new Commitment Percentages.~~date: (fA) ~~Notwithstanding anything to the contrary in this subsection 2.20~~each CI Lender shall, ~~(i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~by wire transfer of immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange~~ such CI Lender’s New Funds Amount for the ~~surrendered Notes of any Bank~~applicable Commitment Increase Effective Date, ~~if any~~which amount, ~~new Notes~~ for each such CI Lender, shall constitute Loans made by such CI Lender to the ~~order~~ Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the respective Principal Amounts thereof, of the Principal Amounts of all then outstanding Loans of such ~~Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.~~Reducing Percentage Lender; and

Appears in 2 contracts

Sources: Revolving Credit Agreement (Western Gas Equity Partners, LP), Revolving Credit Agreement

Commitment Increases. ~~(a) At any time after the Closing Date, provided that~~ So long as no Default or Event of Default ~~shall have~~ has occurred and be is continuing, ~~the~~ Borrowers may request an that the Commitments be increased by up to $25,000,000 and, upon such request, Borrowers (or upon the request of Borrowers, Agent) may solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its ~~pro rata share of the increased Commitments~~Commitment; provided, ~~however, the Borrowers may, with the consent of the Administrative Agent~~ that (i) each Lender which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement prior to such increase shall have the first option, and ~~provide a Commitment, shall execute a New Bank Supplement with~~ may elect to fund its Pro Rata share of the ~~Borrowers and~~ amount of the ~~Administrative Agent, substantially~~ increase in the ~~form~~ Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of ~~Exhibit N (a “New Bank Supplement”~~the amount of the increase in the Commitments), ~~whereupon such bank or~~ thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so, (ii) in the event that it becomes necessary to include a new financial institution ~~(a “New Bank”)~~ to fund the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee that is reasonably acceptable to Agent and Parent and each such financial institution shall become a ~~Bank for all purposes~~ Lender hereunder and agree to ~~the same extent as if originally a~~ become party ~~hereto~~ to, and shall assume and agree to be bound ~~by and entitled to the benefits of~~ by, this Agreement, subject to all terms and ~~Schedule II~~ conditions hereof; (iii) in the event that it becomes necessary to include a new financial institution to fund the amount of the increase in the Commitments, upon the request of Borrowers, Agent shall ~~be deemed~~ use its commercially reasonable efforts to ~~be amended~~ solicit such additional financial institution or institutions to ~~add~~ become Lenders; (iv) no Lender shall have an obligation to the ~~name and Commitment of such New Bank~~Borrowers, ~~provided that the Commitment of~~ Agent or any ~~such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers~~ other Lender to increase its Commitment ~~pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with~~ or its Pro Rata share of the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increasedCommitments, and ~~Schedule II shall be deemed to be amended to so increase the Commitment of such Bank.~~ (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (iv) in no event shall the addition of any ~~transaction effected~~ Lender or Lenders or the increase in the Revolver Commitment of any Lender under this Section 2.2.1 increase the Commitments (A) in any single instance by less than $5,000,000 or (B) to an aggregate amount greater than $100,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Commitments set forth on the signature pages to this Agreement shall be amended by Agent and the Borrowers to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this ~~subsection 2.20 cause the aggregate Commitments~~ Section 2.2.1 shall be required to ~~exceed $3,400,000,000, (ii) the~~ have a Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date not less than $10,000,000 (unless otherwise agreed by Agent and ~~(iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so~~ Borrower Representative in ~~its sole~~ their discretion). (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Loan and Security Agreement (Enpro Industries, Inc), Loan and Security Agreement (Enpro Industries, Inc)

Commitment Increases. (a) At The Banks hereby acknowledge and agree that the Borrower may at any time ~~after~~ prior to the ~~Closing~~ Commitment Expiry Date, but no more than once during any calendar quarter, increase the Total Commitment under this Agreement, in incremental amounts of $10,000,000, by an aggregate amount not in excess of $500,000,000 for all such increases by either requesting a Bank or Banks to increase its Commitment or Commitments (provided that no ~~Event of Default~~ Bank shall ~~have occurred and~~ be ~~continuing, the Borrowers may request an increase of the aggregate Commitments by notice~~ required to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer agree to any ~~existing Bank~~ such increase) or ~~any bank or other~~ by requesting a financial institution that is ~~not~~ an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects Eligible Transferee to become a party to this Agreement ~~and provide~~ (such institution, a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “"New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank"), provided that (i) no Event of Default has occurred and is continuing at the ~~Commitment~~ time of any such increase, (ii) the Credit Rating shall be either an Increased Investment Grade Rating or a Maximum Investment Grade Rating at the time of any such increase, (iii) the Borrower shall deliver a notice of such increase to the Payments Administrator describing (x) the amount of such increase and the Total Commitment after giving effect to such increase and (y) the Bank(s) or New Bank(s) agreeing to such increase and the amount of each such entity's Commitment after giving effect to such increase, and (iv) the Borrower and each such Bank or New Bank shall be deliver an Agreement of Commitment Increase to the Payments Administrator. Any such Total Commitment increase will become effective upon (A) in ~~an amount not less than~~ the case of New Banks only, the payment to the Payments Administrator of a nonrefundable fee of $~~10,000,000.~~ 2,500 and (cB) ~~Any Bank that accepts an offer to it~~ in all cases, the recording by the ~~Borrowers~~ Payments Administrator of such addition to ~~increase~~ the Total Commitment in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than three Business Days after its receipt of an Agreement of Commitment Increase. Upon the effectiveness of any additional Commitment pursuant to this ~~subsection 2.20 shall~~Section 1.16, ~~in each case~~(x) the New Bank, ~~execute~~ if any, will become a ~~Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing~~ "Bank~~”) shall be bound by and entitled to the benefits~~ " for all purposes of this Agreement and the other Credit Documents with ~~respect to the full amount of its~~ a Commitment as so ~~increased,~~ recorded by the Payments Administrator in the Register and ~~Schedule II~~ (y) the Borrower shall ~~be deemed~~ issue to ~~be amended~~ the respective Bank or New Bank a new Note. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an increase has become effective pursuant to ~~so increase~~ this Section 1.16 a new Annex I hereto giving effect to all such increases effected during such quarter and will promptly provide same to the ~~Commitment~~ Borrower and each of ~~such Bank~~the Banks. (db) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by~~ If the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Total Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date.Section 1.16 (iia) In at a time when Loans are outstanding, then the ~~event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable~~ Borrower shall ~~make prepayments thereof~~ take all such actions as appropriate to repay and ~~one or both Borrowers shall make borrowings of ABR~~ reborrow Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR~~ (but without any obligation to repay Eurodollar Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and other than on the last day of an Interest Period applicable thereto and without regard to the ~~respective Interest Periods~~ provisions of the ~~applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings~~ first sentence of ~~ABR Loans and/or Eurocurrency Loans~~ Section 1.08), so that, ~~after giving effect thereto~~as soon as practicable, the ~~ABR~~ outstanding principal amount of the Loans ~~and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ each Non-Defaulting Bank equals such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% Bank's Percentage of the aggregate ~~Commitments on any Re~~outstanding principal amount of all Loans of all Non-~~Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion~~Defaulting Banks. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: 364 Df Credit Agreement (RJR Nabisco Inc), 364 Df Credit Agreement (Nabisco Inc)

Commitment Increases. (a1) ~~At any time after the Closing Date~~The Borrower may, ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent given during the Availability Period, from time to time request an increase to the existing Commitments (any such increase, “New Commitments”) to an aggregate amount (including the existing Commitments and such New Commitments) not in ~~writing~~ excess of the ~~amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “~~Commitment ~~Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Cap; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the ~~Commitment of any such~~ New ~~Bank~~ Commitments for each increase shall be in an amount not less than ~~$10,000,000.~~ U.S.$50,000,000 and integral multiples of U.S.$1,000,000 in excess of that amount (~~c) Any Bank that accepts an offer~~ or such lesser amount equal to ~~it by~~ the ~~Borrowers to increase its~~ difference between the Commitment ~~pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers~~ Cap and the ~~Administrative Agent, substantially in~~ sum of the ~~form of Exhibit O (a “Commitment Increase Supplement”), whereupon~~ existing Commitments and such ~~Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement~~ New Commitments with respect to the ~~full amount~~ Loans) and, in the aggregate, not in excess of ~~its~~ the Commitment ~~as so increased~~Cap. Each such notice shall specify the date (each, ~~and Schedule II~~ an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be ~~deemed~~ effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by the Administrative Agent. Each such New Commitment shall be ~~amended~~ subject to ~~so increase~~ consent of the ~~Commitment of such Bank~~Administrative Agent and Lenders in their sole and absolute discretion. (d2) ~~The effectiveness~~ Such New Commitments shall become effective as of such Increased Amount Date if (A) the Administrative Agent and the Lenders shall have consented to such New Commitments in their sole and absolute discretion, (B) no Default or Event of Default exists on such Increased Amount Date before or after giving effect to such New Commitments, (C) each of the conditions set forth in Section 3.2 is satisfied as if such Increased Amount Date were a Credit Date, (D) the Borrower makes any payments required pursuant to Section 2.7 and the Fee Letters in connection with such New ~~Bank Supplement~~ Commitments, and (E) the Borrower shall deliver or ~~Commitment Increase Supplement shall~~ cause to be ~~contingent upon receipt~~ delivered any legal opinions or other documents reasonably requested by the Administrative Agent ~~of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request~~ in connection with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Datetransaction. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Amendment No. 3 (Blue Owl Technology Finance Corp.), Credit Agreement (Blue Owl Technology Finance Corp.)

Commitment Increases. (a) ~~At any~~ Mondelēz International may from time ~~after the Closing Date~~to time, ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by Mondelēz International and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ extension of Commitments or increase ~~(such notice,~~ in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $25,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the ~~increased Commitments; provided, however,~~ Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the ~~Borrowers may, with the consent~~ approval of the Administrative Agent (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be ~~unreasonably withheld or delayed), offer~~ subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and ~~that elects to become a party to this Agreement~~ Mondelēz International and ~~provide a Commitment,~~ each Augmenting Lender shall execute ~~a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon~~ all such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably ~~request~~ specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect ~~thereto~~of such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank~~ Upon each Commitment Increase pursuant to ~~subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)~~this Section 2.18, ~~additional Committed Rate Loans made~~ if, on ~~or after~~ the date of such Commitment Increase, there are any Advances outstanding, such Advances shall on or prior to the effectiveness ~~thereof~~ of such Commitment Increase be prepaid from the proceeds of new Advances made hereunder (~~the “Re-Allocation Date”)~~ reflecting such Commitment Increase), which prepayment shall be ~~made~~ accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata ~~provisions of subsection 2.12(b~~borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) ~~based~~ Commitment Increases shall become effective on the ~~Commitment Percentages~~ date specified in ~~effect on and after such Re-Allocation Date (except~~ the notice delivered by Mondelēz International pursuant to the ~~extent that any~~ first sentence of paragraph (a) above or on such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Mondelēz International, the Administrative Agent ~~shall deliver such amended Schedule II~~ and ~~a notice to each Bank of~~ the ~~adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date~~applicable Augmenting Lenders. (iid) In Notwithstanding the ~~event that~~ foregoing, no Commitment Increase shall become effective under this Section 2.18 unless, on ~~any~~ the date of such ~~Re-Allocation Date there is an unpaid principal amount of ABR Loans~~Commitment Increase, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be ~~adjusted to reflect~~ satisfied as of such date (as though the ~~new~~ effectiveness of such Commitment ~~Percentages. (iii~~Increase were a Borrowing) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange for the surrendered Notes~~ shall have received a certificate of ~~any Bank, if any, new Notes~~ Mondelēz International to ~~the order of~~ that effect dated such ~~Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~date.

Appears in 2 contracts

Sources: 364 Day Revolving Credit Agreement (Mondelez International, Inc.), 364 Day Revolving Credit Agreement (Mondelez International, Inc.)

Commitment Increases. (a) At any time after the Closing ~~Date~~Date and prior to the Commitment Expiration Date of any Bank, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any ~~existing Bank or any~~ bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 250,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~1,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere John Capital Corp)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the~~ The Borrowers may ~~request an increase of the aggregate Commitments~~ from time to time (and more than one time), by written notice to the ~~Administrative~~ Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ increase ~~(such notice,~~ for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $10,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.25(a) and (ii) the Aggregate Commitment shall not exceed $1,000,000,000 after giving effect to the effectiveness of any Commitment Increase. Each Augmenting Lender (if not then a Lender) shall be subject to the approval of the ~~increased Commitments; provided~~Agent, ~~however,~~ each Issuing Bank and the ~~Borrowers may, with the consent of the Administrative Agent~~ Swingline Lender (which ~~consent~~ approval shall not be unreasonably ~~withheld or delayed~~withheld) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph . (b) ~~below if the aggregate amount of all Commitments made hereunder~~ Upon each Commitment Increase pursuant to this ~~proviso which~~ Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect ~~when~~ to such ~~new~~ Commitment ~~becomes effective does not exceed $500,000,000~~ Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Swingline Loans and Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to ~~subsection 2.20(f). If~~ Section 2.24) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any ~~portion~~ Revolving Loans outstanding, the parties hereto shall, at the request of the ~~increased Commitments offered~~ Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to the ~~Banks as contemplated~~ Agent and the Company, in the ~~immediately preceding sentence is not subscribed for~~ outstanding Revolving Loans being held by the ~~Banks,~~ Lenders ratably in accordance with their Commitments. In determining the ~~Borrowers may, with the consent of the Administrative Agent as~~ actions to ~~any bank or financial institution that is not at such time a Bank~~ be taken (which ~~consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions~~ may include the ~~opportunity to provide~~ prepayment and reborrowing of all or a portion of such ~~unsubscribed portion~~ Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the ~~increased Commitments~~ balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to ~~paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000immediately preceding sentence. (c) ~~Any Bank that accepts an offer to it by the Borrowers to increase its~~ Commitment Increases and new Commitments created pursuant to this ~~subsection 2.20 shall~~Section 2.25 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, ~~in each case, execute a Commitment Increase Supplement with~~ the ~~Borrowers~~ Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) ~~The effectiveness~~ Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any ~~New Bank Supplement~~ Lender) or ~~Commitment Increase Supplement~~ addition of an Augmenting Lender shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. become effective under this Section unless (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on ~~or after~~ the date of such increase, the ~~effectiveness thereof~~ conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “~~Re-Allocation~~ Closing Date”” in Sections 5.5 and 5.7 shall be deemed to refer to the date of such Commitment Increase) shall be ~~made in accordance with~~ satisfied as of such date (as though the ~~pro rata provisions~~ effectiveness of ~~subsection 2.12(b~~such increase were a Credit Extension) ~~based on~~ and the ~~Commitment Percentages in~~ Agent shall have received a certificate to that effect on dated such date and ~~after such Re-Allocation Date (except to~~ executed by an Authorized Officer of the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated toCompany, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the ~~Commitment~~ actions referred to in paragraph (b)(ii) of ~~an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to~~ this ~~subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank~~ Section 2.25 shall have ~~any obligation to increase its Commitment unless it agrees to do so in its sole discretion.~~ been agreed upon by the Agent and the Company (~~g) The Borrowers~~provided, ~~at their own expense~~however, ~~shall execute~~ that the prepayment and ~~deliver to~~ reborrowing on the ~~Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order~~ date of such ~~Bank, if requested,~~ Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in ~~an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~this clause (ii)).

Appears in 2 contracts

Sources: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)

Commitment Increases. (a) At The Borrower and any one or more Lenders (including New Lenders) may from time to time after the ~~Closing Date~~Effective Date agree that such Lenders shall make, ~~provided that no Event~~ obtain or increase the amount of ~~Default shall have occurred~~ their Commitments, as applicable, by executing and ~~be continuing, the Borrowers may request an increase of the aggregate Commitments by notice~~ delivering to the Administrative Agent an Increased Facility Activation Notice substantially in ~~writing~~ the form of Exhibit G-1 specifying (i) the amount of such increase, and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this paragraph shall not exceed $600,000,000 and (ii) without the ~~“Offered Increase Amount”~~consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. 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. The Administrative Agent shall have received (i) a certificate, dated as of such ~~proposed~~ Increased Facility Closing Date and signed by a Responsible Officer of the Borrower, stating that (a) the representations and warranties contained in Article IV hereof are true and correct on and as of such Increased Facility Closing Date, and (b) as of such Increased Facility Closing Date, no Default has occurred and is continuing, (ii) if reasonably requested by the Administrative Agent, duly executed resolutions of the Borrower authorizing the request for and the incurrence of such increase in the Commitments (~~such notice~~to the extent not already authorized in a prior resolution which authorization remains in full force and effect) and (iii) if reasonably requested by the Administrative Agent, a an opinion of counsel to the Borrower (which may be in-house counsel), dated as of the Increased Facility Closing Date, substantially in the form of the opinion delivered by the Borrower on the Effective Date. (b) Any existing Lender increasing its Commitments shall execute an Increasing Lender Supplement (each, an “~~Commitment Increase Notice~~Increasing Lender Supplement”)~~. Any~~ , substantially in the form of Exhibit G-2, whereupon such ~~Commitment Increase Notice must offer each Bank~~ Lender’s Commitments shall be increased by the ~~opportunity to subscribe for its pro rata share of the increased Commitments; provided~~amount specified therein and any additional bank, ~~however, the Borrowers may~~financial institution or other entity which, with the consent of the Borrower, the Issuing Banks and the Administrative Agent (which consent shall not be unreasonably ~~withheld or delayed~~withheld), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a ~~party to~~ “Lender” under this Agreement ~~and provide a Commitment,~~ in connection with any transaction described in Section 2.18(a) shall execute a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent~~(each, a “New Lender Supplement”), substantially in the form of Exhibit N G-3, whereupon such bank, financial institution or other entity (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~. (c) ~~Any Bank that accepts an offer to it~~ Unless otherwise agreed by ~~the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and~~ the Administrative Agent, ~~substantially in~~ on each Increased Facility Closing Date the ~~form of Exhibit O (a “Commitment Increase Supplement”)~~Borrower shall prepay all then outstanding Loans made to it, ~~whereupon such Bank (an “Increasing Bank”)~~ which prepayment shall be ~~bound~~ accompanied by payment of all accrued interest on the amount prepaid and ~~entitled~~ any amounts payable pursuant to Section 2.12 or Section 2.13 in connection therewith, and, to the ~~benefits of this Agreement with respect~~ extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the ~~full amount of its Commitment as so increased,~~ new and/or increased Commitments becoming effective on such date). Any prepayment and ~~Schedule II~~ reborrowing pursuant to the preceding sentence shall be ~~deemed~~ effected, to ~~be amended to so increase~~ the ~~Commitment~~ maximum extent practicable, through the netting of ~~such Bank~~amounts payable between the Borrower and the respective Lenders. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Agreement, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% each of the ~~aggregate~~ parties hereto hereby agrees that, on each Increased Facility Closing Date, this Agreement (and the Schedules and Exhibits hereto) shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the increased Commitments ~~on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so~~ evidenced thereby. Any such deemed amendment may be effected in ~~its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to~~ writing by the Administrative Agent ~~in exchange for~~ with the ~~surrendered Notes of any Bank, if any, new Notes~~ Borrower’s consent (not to be unreasonably withheld) and furnished to the ~~order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~other parties hereto.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Fedex Corp), Revolving Credit Agreement (FedEx Freight Holding Company, Inc.)

Commitment Increases. (a) At The Borrower shall have the right at any time ~~after~~ and from time to time to (i) request an increase in the ~~Closing Date~~Commitments of any Lenders (“Commitment Increase”) and/or (ii) add Commitments of one or more other lenders or financial institutions or other entities that will become Lenders (each, an “Additional Commitment Lender”), subject to the consent of each such Lender that is increasing its Commitment or is an Additional Commitment Lender, as applicable, provided that ~~no Event of Default shall have occurred and be continuing~~after giving effect thereto, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ the Total Commitment ~~becomes effective does~~ shall not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below300,000,000. No ~~Bank has an~~ Lender shall have any obligation to participate in any increase ~~its Commitment pursuant~~ described in this paragraph unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion. (b) ~~Any additional bank or financial institution that~~ With respect to a Commitment Increase pursuant to clause (a)(i) above, the ~~Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and~~ Borrower shall provide a ~~Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent,~~ supplement substantially in the form of Exhibit N F-1 hereto (each, an “Increase Supplement”) specifying the amount of such Commitment Increase and the applicable Commitment Increase closing date, executed by each increasing Lender and the Borrower, which shall be delivered to the Administrative Agent for recording in the Register. (c) With respect to an addition of one or more Additional Commitment Lenders pursuant to clause (a)(ii) above, (i) each such Additional Commitment Lender and the Borrower shall execute and provide a New Lender Supplement (each, a “New ~~Bank~~ Lender Supplement”) substantially in the form of Exhibit F-2 hereto, specifying, among other things, the Commitment amount and the applicable Commitment closing date, with the approval of the Administrative Agent (such approval, not to be unreasonably withheld or delayed), whereupon such ~~bank or financial institution (a “New Bank”)~~ Additional Commitment Lender shall become a ~~Bank~~ 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) ~~The~~ Upon the effectiveness of ~~any New Bank~~ the Increase Supplement or ~~Commitment Increase Supplement~~ the New Lender Supplement, as the case may be, outstanding Revolving Credit Loans and/or participations in outstanding Swingline Loans under the Revolving Credit Facility shall be ~~contingent upon receipt by~~ reallocated (and the ~~Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers~~ increasing Lenders or joining Additional Commitment Lenders, as ~~the Administrative Agent~~ applicable, shall ~~reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)~~make appropriate payments representing principal, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the ~~pro rata provisions~~ Borrower making any necessary payments of ~~subsection 2.12(b~~accrued interest and other accrued amounts) ~~based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent~~ so that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect ~~to any increase~~ thereto the increasing Lenders or the joining Additional Commitment Lenders, as the case may be, and the other Lenders under the Revolving Credit Facility share ratably in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Revolving Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof Exposures thereunder in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesCommitments. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Revolving Credit Facility Agreement (Janus Capital Group Inc), Revolving Credit Facility Agreement (Janus Capital Group Inc)

Commitment Increases. (a) ~~At any~~ Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time ~~after~~ to time that the ~~Closing Date,~~ Total Commitment be increased by increasing the aggregate Domestic Commitment under the Domestic Facility; provided that ~~no Event~~ the aggregate amount of ~~Default~~ all such increases shall ~~have occurred and be continuing, the Borrowers~~ not exceed $500,000,000. The Borrower may (I) request ~~an increase~~ one or more of the ~~aggregate Commitments by notice~~ Domestic Lenders to increase the amount of its Domestic Commitment (which request shall be in writing and sent to the Administrative Agent ~~in writing of the amount~~ to forward to such Lender or Lenders) and/or (~~the “Offered Increase Amount”~~II) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Lender (which ~~consent~~ consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), ~~without offering to each Bank the opportunity to subscribe~~ arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more ~~additional~~ banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Domestic Lenders under this Agreement. In no event may any Lender’s Domestic Commitment be increased without the ~~opportunity to provide all or a portion~~ prior written consent of such ~~unsubscribed portion~~ Lender. The failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased ~~Commitments pursuant to paragraph (b) below~~if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. ~~No Bank has an obligation~~ Upon any request by the Borrower to increase ~~its Commitment pursuant~~ the Total Commitment, the Borrower shall be deemed to ~~this Section 2.20 except in its sole discretion~~have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) ~~Any additional bank or financial institution~~ If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Domestic Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a “~~New Bank~~ Commitment Increase Supplement”), ~~whereupon~~ which agreement shall specify, among other things, the amount of the increased Domestic Commitment of such ~~bank or financial institution (a “~~Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Domestic Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Domestic Commitment. Any New ~~Bank”) shall~~ Lender which is willing to become ~~a Bank for all purposes and to the same extent as if originally~~ a party hereto and ~~shall be bound by~~ a Domestic Lender hereunder (and ~~entitled~~ which arrangement to ~~the benefits of this Agreement,~~ become a party hereto and ~~Schedule II shall be deemed~~ a Domestic Lender hereunder has been consented to ~~be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it~~ by the ~~Borrowers to increase its Commitment~~ Administrative Agent and each Issuing Lender pursuant to ~~this subsection 2.20 shall, in each case, execute~~ Section 2.23(a)) shall enter into a ~~Commitment Increase Supplement~~ written agreement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O H (a “~~Commitment Increase~~ New Lender Supplement”), ~~whereupon~~ which agreement shall specify, among other things, its Domestic Commitment hereunder. When such ~~Bank (an “Increasing Bank”) shall be bound by and entitled to~~ New Lender becomes a Domestic Lender hereunder as set forth in the ~~benefits of this Agreement with respect to the full amount of its Commitment as so increased~~New Lender Supplement, ~~and~~ Schedule ~~II shall~~ 2.01 shall, without further action, be deemed to be have been amended as appropriate to ~~so increase~~ reflect the Commitment of such ~~Bank~~New Lender. Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Domestic Lenders set forth in this Agreement, and its Domestic Commitment shall be the amount specified in its New Lender Supplement. (dc) ~~The effectiveness~~ In no event shall an increase in a Lender’s Domestic Commitment or the Domestic Commitment of ~~any~~ a New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as Lender become effective until the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except~~ have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, covering such matters as ~~otherwise provided in subparagraphs (ii) and (iii)~~ are customary for transactions of this ~~paragraph (e)~~type as may be reasonably requested by the Administrative Agent, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) which opinions shall be ~~made in accordance with~~ substantially the ~~pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ same, to the extent ~~that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment~~appropriate, ~~in which case such excess amount will be allocated to, and made by,~~ as the ~~relevant New Banks and Increasing Banks~~ opinions rendered by counsel to the ~~extent of, and~~ Borrower on the Closing Date. In no event shall an increase in ~~accordance with~~ a Lender’s Domestic Commitment or the ~~pro rata provisions~~ Domestic Commitment of ~~subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date,~~ a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall ~~deliver~~ have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such ~~amended Schedule II~~ increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Domestic Commitment or the Domestic Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a ~~notice~~ Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Domestic Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Domestic Revolving Loans owing to each ~~Bank~~ Domestic Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s share of the ~~adjusted Commitment Percentages~~ Total Domestic Commitments after giving effect to any increase ~~in the aggregate Commitments made pursuant to this subsection 2.20 on~~ thereof. Any such ~~Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount~~ prepayments of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans ~~outstanding are held as nearly as may~~ shall be ~~in accordance~~ subject to Section 2.17. Any such borrowings, if based on the Eurocurrency Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the ~~pro rata provisions~~ end of ~~subsection 2.12(b~~Interest Periods then applicable to outstanding Eurocurrency Loans (notwithstanding the definition of “Interest Period”) ~~based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted~~ so as to ~~reflect~~ cause the ~~new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal~~ amount of Eurocurrency ~~Loans, such Eurocurrency~~ Loans ~~shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects~~ to ~~prepay any thereof in accordance with the applicable provisions of this Agreement), and~~ be continued or converted pursuant to Section 2.13 on the last day of ~~the respective~~ each such Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may Period to be ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b) based on such new Commitment Percentages~~for all Lenders. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Three Year Competitive Revolving Credit Agreement, Credit Facility Agreement (Raytheon Co/)

Commitment Increases. (a) At any time and from time to time after the ~~Closing Date, provided that no Event of Default shall have occurred and be continuing~~date hereof, the ~~Borrowers~~ Commitment may ~~request~~ be increased either by an ~~increase of the aggregate Commitments~~ Additional Lender establishing a Commitment Amount or by ~~notice to the Administrative Agent in writing of the amount~~ one or more then existing Lenders, at each such Lender’s sole discretion (~~the~~ “~~Offered~~ Increase ~~Amount~~Lender”) of increasing its Commitment Amount (each such ~~proposed~~ increase ~~(such notice~~by either means, a “Commitment Increase”) provided that no Commitment Increase ~~Notice”). Any~~ shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrower, the Agent and the Additional Lender or the Increase ~~Notice must offer each Bank~~ Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the ~~opportunity~~ effective date of any Commitment Increase, the Borrower shall issue a Note to ~~subscribe~~ the Additional Lender or, against surrender of its existing Note, to an Increase Lender in the amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for ~~its pro rata share~~ the purpose of the Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall be increased ~~Commitments; provided, however, the Borrowers may, with the consent~~ as a result of ~~the Administrative Agent (which consent shall not be unreasonably withheld or delayed),~~ a Commitment Increase without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionLender’s consent. (b) ~~Any additional bank~~ On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within in two (2) Business Days, the Agent shall request Advances of the affected category from or ~~financial institution~~ shall direct prepayments of such Advances to, each Lender so that the ~~Borrowers select to offer the opportunity to provide any portion~~ total amount of all then outstanding Advances of the ~~increased Commitments~~affected category of each category are shared pro rata with each Lender, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such BankSection 2.1 hereof. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)

Commitment Increases. (a) At any time and from time to time after the ~~Closing Date, provided that no Event of Default shall have occurred and be continuing~~date hereof, the ~~Borrowers~~ Commitment may ~~request~~ be increased either by an ~~increase of the aggregate Commitments~~ Additional Lender establishing a Commitment Amount or by ~~notice to the Administrative Agent in writing of the amount~~ one or more then existing Lenders, at each such Lender’s sole discretion (~~the~~ an “~~Offered~~ Increase ~~Amount~~Lender”) of increasing its Commitment Amount (each such ~~proposed~~ increase ~~(such notice~~by either means, a “Commitment Increase”) provided that no Commitment Increase ~~Notice”). Any~~ shall become effective unless and until the Agent has approved (in its unrestricted discretion) such Commitment Increase, and the Borrowers, the Agent and the Additional Lender or the Increase ~~Notice must offer each Bank~~ Lender shall have executed and delivered an amendment with respect to such Commitment Increase. Prior to the ~~opportunity to subscribe for its pro rata share~~ effective date of ~~the increased Commitments; provided, however~~any Commitment Increase, the Borrowers ~~may~~shall issue a Note to the Additional Lender or, ~~with~~ against surrender of its existing Note, to an Increase Lender in the ~~consent~~ amount of such Lender’s Commitment Amount after giving effect to such Commitment Increase. Such new promissory notes shall constitute a “Note” for the purpose of the ~~Administrative Agent (which consent~~ Loan Documents. For the avoidance of doubt, and notwithstanding the Agent’s ability to approve or refuse Commitment Increases, no Lender’s Commitment Amount shall ~~not~~ be ~~unreasonably withheld or delayed),~~ increased as a result of a Commitment Increase without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionLender’s consent. (b) ~~Any additional bank~~ On the effective date of any Commitment Increase, the Agent shall recompute the Commitment Percentage for each Lender following the Commitment Increase, and within two (2) Business Days, the Agent shall request Advances from or ~~financial institution~~ shall direct prepayments of such Advances to, each Lender so that the ~~Borrowers select to offer the opportunity to provide any portion~~ total amount of ~~the increased Commitments~~all then outstanding Advances are shared pro rata with each Lender, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such BankSection 2.3 hereof. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any ~~existing Bank or any~~ bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 375,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~1,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Deere & Co), Credit Agreement (Deere & Co)

Commitment Increases. (a) At Kraft Foods may from time to time (but not more than three times in any ~~time after the Closing Date~~calendar year), ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by Kraft Foods and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ increase ~~(such notice,~~ for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $25,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the ~~increased Commitments; provided, however,~~ Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the ~~Borrowers may, with the consent~~ approval of the Administrative Agent (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be ~~unreasonably withheld or delayed), offer~~ subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and ~~that elects to become a party to this Agreement~~ Kraft Foods and ~~provide a Commitment,~~ each Augmenting Lender shall execute ~~a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon~~ all such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably ~~request~~ specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect ~~thereto~~of such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank~~ Upon each Commitment Increase pursuant to ~~subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)~~this Section 2.18, ~~additional Committed Rate Loans made~~ if, on ~~or after~~ the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to the effectiveness ~~thereof~~ of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (~~the “Re-Allocation Date”)~~ reflecting such Commitment Increase), which prepayment shall be ~~made~~ accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata ~~provisions of subsection 2.12(b~~borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) ~~based~~ Commitment Increases and new Commitments created pursuant to this Section 2.18 shall become effective on the ~~Commitment Percentages~~ date specified in ~~effect on and after such Re-Allocation Date (except~~ the notice delivered by Kraft Foods pursuant to the ~~extent that any~~ first sentence of paragraph (a) above or on such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Kraft Foods, the Administrative Agent ~~shall deliver such amended Schedule II~~ and ~~a notice to each Bank of~~ the ~~adjusted Commitment Percentages after giving effect to any~~ applicable Augmenting Lenders. (d) Notwithstanding the foregoing, no increase in the ~~aggregate~~ Commitments ~~made pursuant to~~ (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this ~~subsection 2.20~~ Section 2.18 unless on the date of such ~~Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans~~increase, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be ~~adjusted to reflect~~ satisfied as of such date (as though the ~~new Commitment Percentages. (iii~~effectiveness of such increase were a Borrowing) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange for the surrendered Notes~~ shall have received a certificate of ~~any Bank, if any, new Notes~~ Kraft Foods to ~~the order of~~ that effect dated such ~~Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~date.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Kraft Foods Inc), Revolving Credit Agreement (Kraft Foods Inc)

Commitment Increases. ~~(a) At any time after the Closing Date, provided that~~ So long as no Default or Event of Default exists or would arise therefrom, the Borrower shall have ~~occurred~~ the right at any time, and ~~be continuing~~from time to time, ~~the Borrowers may~~ to request an increase of the ~~aggregate~~ Commitments ~~by notice~~ to an amount not to exceed $700,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the ~~Administrative Agent~~ amount requested by the Borrower, the Agent, in ~~writing~~ consultation with the Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the ~~amount~~ increase in the Commitments requested by the Borrower and not accepted by the existing Lenders (~~the “Offered Increase Amount”) of~~ each such ~~proposed~~ increase ~~(such notice~~by either means, a “Commitment ~~Increase Notice~~Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”)~~. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments;~~ , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the ~~Borrowers may~~Borrower, ~~with~~ and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the ~~consent~~ approval of the ~~Administrative~~ Agent and the Borrower (which ~~consent~~ approval shall not be unreasonably ~~withheld or delayed~~withheld)~~, without offering to~~ . Each Commitment Increase shall be in a minimum amount of $50,000,000 and in increments of $25,000,000 in excess thereof. i) No Commitment Increase shall become effective unless and until each ~~Bank the opportunity to subscribe for its pro rata share~~ of the ~~increased Commitments~~following conditions have been satisfied: (a) The Borrower, ~~offer to~~ the Agent, and any ~~existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide~~ Additional Commitment Lender shall have executed and delivered a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered joinder to the ~~Banks~~ Loan Documents in such form as ~~contemplated in~~ the ~~immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative~~ Agent ~~as to any bank or financial institution that is not at such time a Bank (which consent~~ shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.reasonably require; (b) ~~Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments,~~ The Borrower shall have paid such fees and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and other compensation to the ~~same extent~~ Additional Commitment Lenders as ~~if originally a party hereto~~ the Borrower and such Additional Commitment Lenders shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000.agree; (c) ~~Any Bank that accepts an offer~~ The Borrower shall have paid such arrangement fees to ~~it by~~ the ~~Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with~~ Agent as the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank.Agent may agree; (d) The ~~effectiveness of any New Bank Supplement~~ Borrower shall deliver to the Agent and the Lenders an opinion or ~~Commitment Increase Supplement shall be contingent upon receipt by~~ opinions, in form and substance reasonably satisfactory to the ~~Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of~~ Agent, from counsel to the ~~Borrowers~~ Borrower reasonably satisfactory to the Agent and dated such date; (e) A Revolving Loan Note will be issued at the Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (f) The Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the ~~Administrative~~ Agent may reasonably have requested. ii) The Agent shall ~~reasonably request~~ promptly notify each Lender as to the effectiveness of each Commitment Increase (with ~~respect thereto.~~ each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) ~~Except as otherwise provided in subparagraphs~~ the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Pro Rata Shares of the Lenders, and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) Agreement shall be ~~made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ deemed amended, without further action, to the extent ~~that any~~ necessary to reflect such ~~pro rata borrowings would result~~ increased Commitments. iii) In connection with Commitment Increases hereunder, the Lenders and the Borrower agree that, notwithstanding anything to the contrary in ~~any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment~~this Agreement, (i) the Borrower shall, in ~~which case such excess amount will be allocated to~~coordination with the Agent, (x) repay outstanding Revolving Loans of certain Lenders, and ~~made by~~obtain Revolving Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the ~~relevant New Banks and Increasing Banks~~ Agent, in each case to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank necessary so that all of the ~~adjusted Commitment Percentages~~ Lenders effectively participate in each of the outstanding Revolving Loans on the basis of their Pro Rata Shares (determined after giving effect to any increase in the ~~aggregate~~ Commitments ~~made~~ pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this AgreementSection 1.1(c)), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the ~~Commitment~~ Borrower shall pay to the Lenders any costs of the type referred to in Section 4.4 in connection with any repayment and/or Revolving Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrower provided for in this Section 1.1(c)(iii), the Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in Section 4.4 which the Borrower would otherwise occur in connection with the implementation of an ~~individual Bank shall not, as a result~~ increase in the Commitments. c. The provisions of ~~providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15%~~ Section 1.2(b)(i) of the ~~aggregate Commitments on any Re-Allocation Date and~~ Credit Agreement are hereby amended by deleting clause (~~iii~~ii) ~~no Bank shall have any obligation to increase its Commitment unless it agrees to do so~~ thereof in its ~~sole discretion. (g) The Borrowers, at their own expense, shall execute~~ entirety and ~~deliver to~~ substituting the ~~Administrative Agent~~ following in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.its stead:

Appears in 1 contract

Sources: Credit Agreement (Saks Inc)

Commitment Increases. (a) At any time and from time to time after the Closing Date, the Warehousing Credit Limit may be increased either by an Additional Lender establishing a Warehousing Commitment or by one or more then existing Lender ("Increase Lender") increasing its Warehousing Commitment Amount (each such increase by either means, a "Commitment Increase"), provided that no ~~Event of Default~~ Commitment Increase shall become effective unless and until (i) Borrower, Credit Agent and the Additional Lender or the Increase Lender shall have ~~occurred~~ executed and ~~be continuing, the Borrowers may request~~ delivered an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank amendment or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement modification with respect to ~~the full amount of its~~ such Commitment ~~as so increased~~Increase, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so thatif, after giving effect thereto, the ~~ABR Loans and Eurocurrency Loans outstanding are held as nearly as~~ Credit Limit would exceed $500,000,000, such Commitment Increase shall have been consented to by each of the other Lenders. Any such increase may be ~~in accordance with~~ temporary or permanent; provided, that the ~~pro rata provisions~~ permanent Warehousing Commitment amount of ~~subsection 2.12(b~~each Lender shall at no time be less than $15,000,000. Prior to the effective date ("Effective Date") ~~based on such~~ of any Commitment Increase involving an Additional Lender, Borrowers shall issue a promissory note to the Additional Lender. Such new ~~Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters~~ promissory note or notes shall constitute a "Warehousing Note" for the purposes of ~~Credit shall be adjusted to reflect~~ the ~~new Commitment Percentages~~Loan Documents. (~~iii~~b) In On the ~~event~~ Effective Date of any Commitment Increase, Credit Agent shall recompute the Percentage Share for each Lender based on the new Warehousing Credit Limit which results from the Commitment Increase, and within 2 Business Days, Credit Agent shall request Advances from or shall direct prepayments to each Lender so that ~~on any such Re-Allocation Date there is an unpaid principal~~ the total amount of ~~Eurocurrency Loans, such Eurocurrency Loans shall remain~~ all then outstanding ~~with~~ Warehousing Advances are shared pro rata by each Lender. (c) On the ~~respective holders thereof until~~ effective date of any reduction of the Warehousing Credit Limit resulting from the expiration of ~~their respective Interest Periods (unless the applicable Borrower elects to prepay~~ a temporary increase in any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect theretoLender's Warehousing Commitment Amount, the ~~ABR Loans~~ Credit Agent shall recompute the Percentage Share for each Lender and ~~Eurocurrency Loans~~ request Warehousing Advances from and direct prepayments to each Lender so that the total amount of all the outstanding Advances are ~~held as nearly as may be in accordance with the pro~~ shared pro-rata ~~provisions of subsection 2.12(b) based on such new Commitment Percentages~~by each Lender. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Warehousing Credit and Security Agreement (Lennar Corp /New/)

Commitment Increases. ~~(a) At any time after~~ Subject to the ~~Closing Date~~terms and conditions set forth herein, ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by~~ upon 30 days' advance written notice to the Administrative ~~Agent in writing~~ Agent, the Company shall have the right, at any time and from time to time from the Closing Date until the termination of the Aggregate Revolving Credit Commitment (but no more than once a year, with each year for purposes hereof being deemed to begin at Closing or an anniversary thereof), to increase the Aggregate Revolving Credit Commitment to up to $400,000,000; provided that (i) the 364 Day Facility Commitment and the Five Year Facility Commitment shall be increased on a pro rata basis, (ii) any such increase shall be in a minimum principal amount of $15,000,000 and an integral multiple of $5,000,000 in excess thereof, (iii) if any Revolving Credit Loans are outstanding under a Credit Facility at the ~~“Offered Increase Amount”~~time of any such increase, the Company shall make such payments and adjustments on such Revolving Credit Loans (including payment of any break-funding amount owing under Section 4.9) as are necessary to give effect to the revised commitment percentages and commitment amounts of the Lenders and (iv) the conditions to an Extension of Credit in Sections 5.2 shall be satisfied after giving effect to any such increase. An increase in the Credit Facility hereunder shall be subject to satisfaction of the following: (A) the amount of such ~~proposed~~ increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall ~~not~~ be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered first to the ~~Banks as contemplated in~~ existing Lenders, (B) each existing Lender shall have the ~~immediately preceding sentence is~~ right, but not ~~subscribed for by~~ the ~~Banks~~obligation, ~~the Borrowers may, with the consent of the Administrative Agent as~~ to ~~any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer~~ commit to ~~any existing Bank or to one or more additional banks or financial institutions the opportunity to provide~~ all or a portion of the proposed increase to the respective Credit Facilities on a pro rata basis (based on its then existing Commitments), (C) in the event the additional commitments which such ~~unsubscribed~~ existing Lenders are willing to take shall exceed the amount requested by the Company, then additional commitments shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments and (D) if the amount of the additional commitments requested by the Company shall exceed the additional commitments which the existing Lenders under such facility are willing to take, then the Company may invite other commercial banks and financial institutions reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon commitments not taken by such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bankexisting Lenders, provided that (i) the minimum commitment of each such institution equals or exceeds the smallest Commitment of ~~any such New Bank shall be in~~ an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled existing Lender prior to the ~~benefits of this Agreement with respect~~ increase to the ~~full amount of its Commitment as so increased,~~ Credit Facility and ~~Schedule II~~ (ii) such institutions shall ~~be deemed~~ enter into such joinder agreements to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers give effect thereto as the Administrative Agent ~~shall reasonably request with respect thereto.~~and/or the Company may (ia) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) hereto shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted revised to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), modified commitment percentages and ~~on the last day~~ commitments of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesLenders. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Miller Herman Inc)

Commitment Increases. (a) ~~At any time~~ Subject to the terms and conditions set forth herein, after the Closing Date, ~~provided that no Event of Default~~ the Company shall have ~~occurred and be continuing~~the right to request, ~~the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative ~~Agent~~ Agent, (i) an increase in ~~writing~~ the Revolving Commitments (a “Revolving Commitment Increase”), (ii) an increase in the aggregate amount of the ~~amount~~ Term Loan and/or the addition of a separate term loan facility (~~the~~ an “~~Offered Increase Amount~~Additional Term Loan Facility”) (each such increase or separate facility pursuant to the foregoing clauses (i), (ii) and (iii), an “Accordion Increase”) in an aggregate amount not to exceed $175,000,000; provided that (x) any Accordion Increase shall be on the terms (including, in the case of a Revolving Commitment Increase or increase in the aggregate amount of the Term Loan, the Latest Maturity Date) and pursuant to the documentation to be agreed upon by the Lenders providing such ~~proposed increase~~ Accordion Increase, (~~such notice~~y) the Company shall only be permitted to request two Accordion Increases during the term of this Agreement and (z) any Accordion Increase shall be in a minimum amount of $25,000,000 or, a if less than $25,000,000 is available, the amount left available. (b) Each notice submitted pursuant to this Section 2.13 (an “~~Commitment~~ Accordion Increase Notice”)) requesting an Accordion Increase shall specify the amount of the increase in the Revolving Commitments or the Term Loan or the amount of the new term loan being requested. ~~Any~~ Upon receipt of an Accordion Increase Notice, the Administrative Agent may (at the direction of the Company) promptly notify the applicable Lenders and each such Lender may (subject to the Company’s consent) have the right to elect to (x) have its Revolving Commitment or Term Loan Commitment increased by its Pro Rata Share (it being understood and agreed that a Lender may elect to have its Revolving Commitment or Term Loan Commitment increased in excess of its Pro Rata Share in its discretion if any other Lender declines to participate in the Accordion Increase) of the requested increase in Revolving Commitments or Term Loan Commitments, as applicable or (y) issue a commitment under the Additional Term Loan Facility; provided that (i) each Lender may elect or decline, in its sole discretion, to participate in any Accordion Increase, it being understood that no Lender shall be obligated to participate in an Accordion Increase unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Accordion Increase Notice ~~must offer each Bank the opportunity~~ within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to ~~subscribe for its pro rata share of the increased Commitments~~have declined to participate in such Accordion Increase; ~~provided~~(ii) if any Lender declines to participate in any Accordion Increase and, ~~however~~as a result, ~~the Borrowers may,~~ commitments from additional financial institutions are required in connection with the Accordion Increase, any Person or Persons providing such commitment shall be subject to the written consent of the Administrative Agent (~~which~~ in each case, such consent ~~shall~~ not to be unreasonably withheld or delayed)~~, without offering~~ ; (iii) in no event shall a Defaulting Lender be entitled to ~~each Bank~~ participate in such Accordion Increase; (iv) neither the ~~opportunity to subscribe for its pro rata share~~ funding of the ~~increased Commitments, offer to~~ Accordion Increase nor the existence of the Liens securing such Accordion Increase would violate the terms of the Senior Notes Indenture. In the event that any ~~existing Bank or any bank~~ Lender or other ~~financial institution~~ Person agrees to participate in any Accordion Increase (each an “Increase Loan Lender”), such Accordion Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Company, which date shall be as soon as practicable after the date of receipt of the Accordion Increase Notice (such date, the “Increase Date”); provided that ~~is not an existing Bank~~ the ~~opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount~~ establishment of ~~all Commitments made hereunder pursuant to this proviso which will~~ such Accordion Increase shall be ~~in effect when such new Commitment becomes effective does not exceed $500,000,000~~ subject to ~~subsection 2.20(f). If any portion~~ the satisfaction of each of the ~~increased Commitments offered to~~ following conditions: (1) no Default or Event of Default would exist after giving effect thereto; (2) the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent Accordion Increase shall ~~not~~ be ~~unreasonably withheld or delayed), offer to any existing Bank or~~ effected pursuant to one or more ~~additional banks or financial institutions~~ joinder agreements executed and delivered by the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased CommitmentsCompany, ~~and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and~~ the Administrative Agent, ~~substantially in~~ and the ~~form~~ Increase Loan Lenders, each of ~~Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”)~~ which shall ~~become a Bank for all purposes and~~ be reasonably satisfactory to the ~~same extent~~ Company, the Administrative Agent, and the Increase Loan Lenders; (3) the Credit Parties shall execute and deliver or cause to be executed and delivered to the Administrative Agent such amendments to the Credit Documents, legal opinions and other documents as ~~if originally a party hereto~~ the Administrative Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be ~~bound by and entitled~~ reasonably satisfactory to the ~~benefits of this Agreement,~~ Administrative Agent; (4) the representations and ~~Schedule II~~ warranties contained in Section 8 shall be ~~deemed~~ true and correct in all material respects (or in all respects to the extent that any representation or warranty is qualified by materiality) as of the Increase Date; (5) the Borrowers shall have paid to the Administrative Agent and the Increase Loan Lenders such additional fees as may be agreed to be ~~amended to add~~ paid by the ~~name~~ Borrowers in connection therewith; and ~~Commitment of such New Bank, provided that~~ (6) the ~~Commitment of any such New Bank~~ Company shall be in ~~an amount not less than $10,000,000~~compliance with the Collateral Coverage Ratio on a pro forma basis after giving effect to such Accordion Increase. (c) ~~Any Bank that accepts an offer to it by~~ On the ~~Borrowers to increase its Commitment pursuant to~~ Increase Date, upon fulfillment of the conditions set forth in this ~~subsection 2.20 shall~~Section 2.13, ~~in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O~~ (~~a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”~~i) ~~shall be bound by and entitled to the benefits of this Agreement~~ with respect to any Revolving Commitment Increase, the ~~full amount~~ Administrative Agent shall effect a settlement of ~~its~~ all outstanding Revolving Loans among the Lenders that will reflect the adjustments to the Revolving Commitments of the Lenders as a result of the Revolving Commitment ~~as so increased~~Increase, (ii) the Administrative Agent shall notify the Lenders and Credit Parties of the occurrence of the Accordion Increase to be effected on the Increase Date, (iii) Schedule II 2.01 shall be deemed modified to reflect the revised and/or new Commitments of the affected Lenders and (iv) Notes will be ~~amended~~ issued, at the expense of the Borrowers, to ~~so increase~~ any Lender participating in the ~~Commitment of such Bank~~Accordion Increase and requesting a Note. (d) The ~~effectiveness~~ terms and provisions of ~~any New Bank Supplement or~~ (x) the Revolving Commitment Increase ~~Supplement~~ shall be ~~contingent upon receipt by~~ identical to the ~~Administrative Agent~~ Revolving Loans and the Revolving Commitments and, for purposes of ~~such corporate resolutions~~ this Agreement and the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase shall be deemed to be Revolving Loans and (y) any Accordion Increase to the existing Term Loan Facility (other than an Additional Term Loan Facility) shall be identical to the Term Loan and the Term Loan Commitments and, each loan made in connection with an Accordion Increase to the existing Term Loan Facility (other than an Additional Term Loan Facility) shall constitute an increase to the existing Term Loan hereunder. Without limiting the generality of the ~~Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.~~foregoing, (i) ~~Except~~ With respect to any Revolving Commitment Increase, (A) the rate of interest applicable to the Revolving Commitment Increase shall be the same as ~~otherwise provided~~ the rate of interest applicable to the existing Revolving Loans, (B) unused line fees applicable to the Revolving Commitment Increase shall be calculated using the same Unused Line Fee Rates applicable to the existing Revolving Loans, (C) the Revolving Commitment Increase shall share ratably in ~~subparagraphs (ii) and (iii) of this paragraph (e), if~~ any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date mandatory prepayments of the ~~effectiveness thereof~~ Revolving Loans, (~~the “Re-Allocation Date”~~D) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to ~~any increase~~ such Revolving Commitment Increases, Revolving Commitments shall be reduced based on each Lender’s Pro Rata Percentage, and (E) the Revolving Commitment Increase shall rank pari passu in right of payment and security with the ~~aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date~~existing Revolving Loans. (ii) In With respect to any increase to the ~~event that on any~~ existing Term Loan, (A) the rate of interest applicable to such ~~Re-Allocation Date there is an unpaid principal amount of ABR Loans,~~ Accordion Increase shall be the ~~applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans,~~ same as the rate of interest applicable ~~Borrower~~ to the existing Term Loan, (B) such Accordion Increase shall ~~determine~~share ratably in any mandatory prepayments of the Term Loan, ~~so that,~~ (C) after giving effect ~~thereto~~to such Accordion Increase, the ~~ABR Loans~~ Term Commitments shall be reduced based on each Lender’s Pro Rata Percentage, and ~~Eurocurrency Loans outstanding are held as nearly as may be~~ (D) such Accordion Increase shall rank pari passu in ~~accordance~~ right of payment and security with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentagesexisting Term Loan. (iii) ~~In the event that on~~ With respect to any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20Additional Term Loan Facility, (~~i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii~~A) the ~~Commitment of~~ Company and each Increase Loan Lender providing an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, Additional Term Loan Facility shall execute and deliver to the Administrative Agent ~~in exchange~~ an Additional Term Loan Facility Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the commitment of such Increase Loan Lender, (B) the Additional Term Loan Facility Agreement shall specify the pricing, maturity date and other terms of the Additional Term Loan Facility, (C) the final maturity date of the Additional Term Loan Facility shall be no earlier than the Maturity Date for the ~~surrendered Notes~~ existing Term Loan, (D) the weighted average life to maturity of the Additional Term Loan Facility shall be no shorter than the remaining weighted average life to maturity of the Term Loan and other existing Additional Term Loan Facility, (E) the Additional Term Loan Facility shall rank pari passu in right of payment and security with the existing Term Loan, and (F) the other terms and documentation in respect of the Additional Term Loan Facility, to the extent not consistent with the existing Term Loan, shall be as agreed between the Company and the Increase Loan Lenders providing the Additional Term Loan Facility (but in any case subject to the specific limitations and requirements set forth above) and the Administrative Agent. (iv) Each joinder agreement and any amendment to any Credit Document requested by the Administrative Agent in connection with the establishment of an Accordion Increase may, without the consent of any ~~Bank~~of the Lenders, ~~if any~~effect such amendments to this Agreement (each, ~~new Notes to~~ an “Accordion Agreement”) and the ~~order of such Bank, if requested~~other Credit Documents as may be reasonably necessary or appropriate, in ~~an amount equal~~ the opinion of the Administrative Agent and the Company, to effect the ~~Commitment~~ provisions of ~~such Bank after giving effect to any increase in such Bank’s Commitment~~this Section 2.13.

Appears in 1 contract

Sources: Credit Agreement (Resolute Forest Products Inc.)

Commitment Increases. (a) At any time after the Closing Date, -------------------- provided that no Event of Default shall have occurred and be continuing, the -------- Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of ----------------------- such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such -------------------------- Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the -------- ------- Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to ~~any existing Bank or~~ any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “"New Bank -------- Supplement”"), whereupon such bank or financial institution (a “"New Bank”") shall ---------- -------- become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an -------- amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment ---------- Increase Supplement”"), whereupon such Bank (an “"Increasing Bank”") shall be bound ------------------- --------------- by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s 's Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “"Re-Allocation Date”") shall be made in accordance ------------------ with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver ~~such amended Schedule II and~~ a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such ~~Re-~~Re- Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~3,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s 's Commitment.

Appears in 1 contract

Sources: Credit Agreement (Deere & Co)

Commitment Increases. (a) ~~At any~~ Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time ~~after~~ to time that the ~~Closing Date,~~ Total Commitment be increased; provided that ~~no Event~~ the aggregate amount of ~~Default~~ all such increases shall ~~have occurred and be continuing, the Borrowers~~ not exceed $500,000,000. The Borrower may (I) request ~~an increase~~ one or more of the ~~aggregate Commitments by notice~~ Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent ~~in writing of the amount~~ to forward to such Lender or Lenders) and/or (~~the “Offered Increase Amount”~~II) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent and each Issuing Lender (which ~~consent~~ consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), ~~without offering to each Bank the opportunity to subscribe~~ arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more ~~additional~~ banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the ~~opportunity to provide all or a portion~~ prior written consent of such ~~unsubscribed portion~~ Lender. The failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased ~~Commitments pursuant to paragraph (b) below~~if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. ~~No Bank has an obligation~~ Upon any request by the Borrower to increase ~~its Commitment pursuant~~ the Total Commitment, the Borrower shall be deemed to ~~this Section 2.20 except in its sole discretion~~have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) ~~Any additional bank or financial institution~~ If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a “~~New Bank~~ Commitment Increase Supplement”), ~~whereupon~~ which agreement shall specify, among other things, the amount of the increased Commitment of such ~~bank or financial institution (a “~~Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Commitment. Any New ~~Bank”) shall~~ Lender which is willing to become ~~a Bank for all purposes and to the same extent as if originally~~ a party hereto and ~~shall be bound by~~ a Lender hereunder (and ~~entitled~~ which arrangement to ~~the benefits of this Agreement,~~ become a party hereto and ~~Schedule II shall be deemed~~ a Lender hereunder has been consented to ~~be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it~~ by the ~~Borrowers to increase its Commitment~~ Administrative Agent and each Issuing Lender pursuant to ~~this subsection 2.20 shall, in each case, execute~~ Section 2.21(a)) shall enter into a ~~Commitment Increase Supplement~~ written agreement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O H (a “~~Commitment Increase~~ New Lender Supplement”), ~~whereupon such Bank (an “Increasing Bank”)~~ which agreement shall ~~be bound by and entitled to the benefits of this Agreement with respect to the full amount of~~ specify, among other things, its Commitment hereunder. When such New Lender becomes a Lender hereunder as ~~so increased~~set forth in the New Lender Supplement, ~~and~~ Schedule ~~II shall~~ 2.01 shall, without further action, be deemed to be have been amended as appropriate to ~~so increase~~ reflect the Commitment of such ~~Bank~~New Lender. Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its New Lender Supplement. (dc) ~~The effectiveness~~ In no event shall an increase in a Lender’s Commitment or the Commitment of ~~any~~ a New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as Lender become effective until the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except~~ have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, covering such matters as ~~otherwise provided in subparagraphs (ii) and (iii)~~ are customary for transactions of this ~~paragraph (e)~~type as may be reasonably requested by the Administrative Agent, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) which opinions shall be ~~made in accordance with~~ substantially the ~~pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ same, to the extent ~~that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment~~appropriate, ~~in which case such excess amount will be allocated to, and made by,~~ as the ~~relevant New Banks and Increasing Banks~~ opinions rendered by counsel to the ~~extent of, and~~ Borrower on the Closing Date. In no event shall an increase in ~~accordance with~~ a Lender’s Commitment or the ~~pro rata provisions~~ Commitment of ~~subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date,~~ a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall ~~deliver~~ have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such ~~amended Schedule II~~ increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Commitment or the Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a ~~notice~~ Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Loans owing to each ~~Bank~~ Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s share of the ~~adjusted~~ Total Commitment ~~Percentages~~ after giving effect to any increase in thereof. Any such prepayments of Eurodollar Loans shall be subject to Section 2.15. Any such borrowings, if based on the ~~aggregate Commitments made~~ Eurodollar Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the end of Interest Periods then applicable to outstanding Eurodollar Loans (notwithstanding the definition of “Interest Period”) so as to cause the amount of Eurodollar Loans to be continued or converted pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and Section 2.11 on the last day of ~~the respective~~ each such Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may Period to be ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b) based on such new Commitment Percentages~~for all Lenders. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Facility (Raytheon Co/)

Commitment Increases. (a) ~~At any~~ From time ~~after~~ to time the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers Borrower may, with the consent of the Administrative Agent and one or more (~~which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share~~ i) of the ~~increased Commitments, offer to any existing Bank or any bank~~ Revolving Credit Lenders and/or (ii) banks or other financial ~~institution that is not~~ institutions arranged by CSI in consultation with the Borrower (each such entity a "NEW REVOLVING CREDIT Lender"), increase the Total Revolving Credit Commitments by an ~~existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the~~ aggregate amount of ~~all Commitments made hereunder pursuant to this proviso~~ not less than $25,000,000, which ~~will~~ increase shall be ~~in effect when~~ provided by such ~~new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)~~Revolving Credit Lenders and/or New Revolving Credit Lenders. ~~If any portion of the increased Commitments offered to the Banks as contemplated~~ Any such increase in the ~~immediately preceding sentence is not subscribed for~~ Total Revolving Credit Commitments shall be evidenced by (x) in the case of clause (i) above, the execution and delivery by the ~~Banks~~Borrower, the ~~Borrowers may~~Subsidiary Borrowers, ~~with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ and such ~~time~~ Revolving Credit Lender of a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative AgentIncrease Supplement, substantially in the form of Exhibit N (a ~~“New Bank Supplement”)~~"COMMITMENT INCREASE SUPPLEMENT") and (y) in the case of clause (ii) above, ~~whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes~~ the execution and to delivery by the ~~same extent as if originally a party hereto~~ Borrower, the Subsidiary Borrowers, the Administrative Agent and ~~shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of~~ such New ~~Bank, provided that the Commitment~~ Revolving Credit Lender of ~~any such~~ a New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative AgentLender Supplement, substantially in the form of Exhibit O (a “"NEW LENDER SUPPLEMENT"), and shall be effective as of the date specified for effectiveness in such Commitment Increase Supplement or New Lender Supplement”), as the case may be, whereupon such ~~Bank (an “Increasing Bank”)~~ Revolving Credit Lender or New Revolving Credit Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so ~~increased~~increased or provided, and Schedule II 1 shall be deemed to be amended to so increase the Revolving Credit Commitment of such ~~Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by~~ Revolving Credit Lender and/or add the ~~Administrative Agent of such corporate resolutions of the Borrowers~~ name and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Revolving Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such ~~Bank after giving effect to any increase in such Bank’s Commitment~~New Revolving Credit Lender."

Appears in 1 contract

Sources: Credit Agreement (Scotts Company)

Commitment Increases. (a) At The Parent Borrower shall have the right at any time ~~after~~ and from time to time to (i) increase the ~~Closing Date~~Commitments of any Lender and/or (ii) add Commitments (“Additional Commitments”), provided ~~that~~ that, no ~~Event of~~ Additional Commitment shall become effective if any Specified Default ~~shall have~~ has occurred and be is continuing, ~~the Borrowers may request~~ of one or more financial institutions or other entities that will become “Lenders” (each an ~~increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the~~ “~~Offered Increase Amount”) of such proposed increase (such notice, a “~~Additional Commitment ~~Increase Notice~~Lender”)~~. Any such Commitment Increase Notice must offer~~ , in each ~~Bank the opportunity~~ case subject only to ~~subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with~~ the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution such Lender that is ~~not an existing Bank~~ increasing its Commitment or Additional Commitment Lender, as applicable. For the ~~opportunity~~ avoidance of doubt, no Lender will be required to provide ~~a new Commitment pursuant to paragraph (b) below if the aggregate amount of all~~ any such Additional Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionunless it so agrees. (b) ~~Any additional bank or financial institution that~~ With respect to a Commitment increase pursuant to clause (a)(i) above, the ~~Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and~~ Parent Borrower shall provide a ~~Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent,~~ supplement substantially in the form of Exhibit N J-1 hereto (a the “~~New Bank~~ Increase Supplement”~~), whereupon such bank or financial institution (a “New Bank”~~) specifying the Revolving Facility Commitment increase executed by each increasing Lender and the Parent Borrower which shall ~~become a Bank for all purposes and~~ be delivered to the ~~same extent as if originally~~ Administrative Agent for recording in the Register. With respect to a ~~party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and~~ Commitment ~~of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to~~ increase ~~its Commitment~~ pursuant to ~~this subsection 2.20 shall~~clause (a)(ii) above, ~~in each case, execute~~ the Parent Borrower shall provide a ~~Commitment Increase Supplement with the Borrowers and the Administrative Agent,~~ Lender Joinder Agreement substantially in the form of Exhibit O J-2 hereto (a the “~~Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank~~Lender Joinder Agreement”) specifying, among other things, the Revolving Facility Commitment amount executed by the Additional Commitment Lender and the Parent Borrower, which shall be ~~bound by and entitled~~ delivered together with any tax forms required pursuant to Section 4.11 hereof to the ~~benefits~~ Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a Lender for all intents and purposes of this Agreement ~~with respect to the full amount of its Commitment as so increased,~~ and ~~Schedule II~~ such Additional Commitments shall be ~~deemed to be amended to so increase the Commitment of such Bank~~Revolving Facility Commitments. (dc) ~~The~~ Upon the effectiveness of ~~any New Bank~~ the Increase Supplement or ~~Commitment Increase Supplement~~ the Lender Joinder Agreement, as the case may be, outstanding Loans shall be ~~contingent upon receipt by~~ reallocated (and the ~~Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers~~ increasing Lender or joining Additional Commitment Lender, as ~~the Administrative Agent~~ applicable, shall ~~reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)~~make appropriate payments representing principal, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the ~~pro rata provisions~~ Parent Borrower making any necessary payments of ~~subsection 2.12(b~~accrued interest) ~~based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent~~ so that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect ~~to any increase in~~ thereto the ~~aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In~~ increasing Lender or the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loansjoining Additional Commitment Lender, as the ~~applicable Borrower shall determine~~case may be, ~~so that~~and the other Lenders share ratably in the Aggregate Lender Exposure, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable ~~provisions of this Agreement)~~Revolving Facility Commitments (and notwithstanding Section 4.12, ~~and on the last day of the respective Interest Periods the applicable~~ no Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be ~~in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall~~ liable for any ~~transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not,~~ amounts under Section 4.12 as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionsuch reallocation). (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Hertz Global Holdings Inc)

Commitment Increases. ~~(a) At any time after~~ The Borrower shall have the ~~Closing Date~~right, ~~provided that~~ so long as no ~~Event of~~ Default shall have occurred and be continuing, at any time prior to the ~~Borrowers may request an~~ Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the ~~aggregate~~ Revolving Credit Commitments hereunder by ~~notice~~ (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to ~~the Administrative Agent in writing of~~ the amount (~~the “Offered Increase Amount”~~or aggregate amount) of such ~~proposed~~ increase (~~such notice, a~~ which lender or lenders shall thereupon become “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent Lenders” hereunder) and/or (~~which consent shall not be unreasonably withheld~~ y) enabling any Lender or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation Lenders to increase its (or their) Revolving Credit Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~ (bor Revolving Credit Commitments) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and up to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment amount of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise increase; provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, : (i) in no event shall any ~~transaction effected pursuant to this subsection 2.20 cause~~ Lender’s Revolving Credit Commitment be increased without the ~~aggregate Commitments to exceed $3,400,000,000~~consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the ~~Commitment~~ date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of ~~an individual Bank~~ such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall ~~not~~be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, as (iii) any such increase shall be in a ~~result~~ multiple of ~~providing a new Commitment or~~ $20,000,000, (iv) in no event shall the sum of ~~increasing its existing Commitment~~ the aggregate amount of Incremental Term Loans incurred after the Restatement Effective Date, the aggregate amount of increases in Revolving Credit Commitments pursuant to this ~~subsection 2.20~~Section and the aggregate amount of Permitted Indebtedness incurred in accordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed 15$300,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment in an amount which equals more than 20% of the aggregate amount of the Revolving Credit Commitments ~~on any Re-Allocation Date~~ hereunder, and (~~iii~~vi) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in ~~such Bank’s Commitment~~Revolving Credit Commitments shall occur within twelve months of a reduction in the Revolving Credit Commitments pursuant to Section 2.06(b).

Appears in 1 contract

Sources: Credit Agreement (Morris Publishing Group LLC)

Commitment Increases. ~~(a) At any~~ Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time ~~after~~ to time that the ~~Closing Date~~Commitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that ~~no Event of Default shall have occurred and be continuing,~~ the ~~Borrowers~~ Borrower may only request such an increase once in any six-month period and in no event shall the Commitments exceed $2,000,000,000. Such increase in the Commitments shall be effected as follows: the Borrower may (i) request one or more of the ~~aggregate Commitments by notice~~ Lenders to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment (which request shall be in writing and sent to the Administrative Agent ~~in writing of the amount~~ to forward to such Lender or Lenders) and/or (~~the “Offered Increase Amount”~~ii) ~~of such proposed increase~~ arrange for one or more financial institutions not a party hereto (~~such notice~~a "Third-Party Lender") to become parties to and Lenders under this Agreement, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of provided that (x) the Administrative Agent (shall have approved such Third-Party Lender, which ~~consent~~ approval shall not be unreasonably ~~withheld~~ withheld, and (y) after giving effect to such increase, no Lender shall have a U.S. Commitment Percentage or ~~delayed)~~a Multicurrency Commitment Percentage which exceeds 15%. In no event may any Lender's U.S. Commitment or Multicurrency Commitment be increased without the prior written consent of such Lender, ~~without offering~~ and the failure of any Lender to ~~each Bank~~ respond to the ~~opportunity to subscribe~~ Borrower's request for ~~its pro rata share~~ an increase shall be deemed a rejection by such Lender of the Borrower's request. The Commitments may not be increased ~~Commitments~~if, ~~offer~~ at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Borrower to increase the Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any ~~existing Bank or any bank or other financial institution that is not an existing Bank~~ obligation whatsoever to increase the ~~opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate~~ amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ its U.S. Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksand/or its Multicurrency Commitment, ~~the Borrowers may~~and each Lender may at its option, ~~with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)~~unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its U.S. Commitment ~~pursuant to this Section 2.20 except~~ and/or its Multicurrency Commitment. (a) If any Lender is willing, in its sole and absolute discretion. , to increase the amount of its U.S. Commitment and/or its Multicurrency Commitment hereunder (~~b) Any additional bank or financial institution~~ such a Lender hereinafter referred to as an "Increasing Lender"), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N H (a ~~“New Bank~~ "Commitment Increase Supplement”"), ~~whereupon~~ which agreement shall specify, among other things, the amount of the increased U.S. Commitment and/or Multicurrency Commitment of such ~~bank or financial institution~~ Increasing Lender. Upon the effectiveness of such Increasing Lender's increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased U.S. Commitment and/or Multicurrency Commitment of such Increasing Lender. Any Third-Party Lender which, with the consent of the Borrower and the Administrative Agent (~~a “New Bank”)~~ which consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing to become ~~a Bank for all purposes and to the same extent as if originally~~ a party hereto and a Lender hereunder, shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute enter into a ~~Commitment Increase Supplement~~ written agreement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O I (~~a “Commitment Increase~~ an "Additional Lender Supplement”"), ~~whereupon~~ which agreement shall specify, among other things, its U.S. Commitment and/or its Multicurrency Commitment hereunder. When such ~~Bank (an “Increasing Bank”) shall be bound by and entitled to~~ Third-Party Lender becomes a Lender hereunder as set forth in the ~~benefits of this Agreement with respect to the full amount of its Commitment as so increased~~Additional Lender Supplement, ~~and~~ Schedule ~~II shall~~ I shall, without further action, be deemed to be have been amended as appropriate to ~~so increase~~ reflect the U.S. Commitment and/or the Multicurrency Commitment of such ~~Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt~~ Third-Party Lender. Upon the execution by the Administrative ~~Agent~~ Agent, the Borrower and such Third-Party Lender of such ~~corporate resolutions~~ Additional Lender Supplement, such Third-Party Lender shall become and be deemed a party hereto and a "Lender" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the ~~Borrowers~~ Lenders set forth in this Agreement, and ~~legal opinions~~ its U.S. Commitment and/or its Multicurrency Commitment shall be the amount specified in its Additional Lender Supplement. Each Third-Party Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a "Lender" hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an "Additional Lender." (b) In no event shall an increase in a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of ~~counsel to the Borrowers as~~ a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender become effective until the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii)~~ have received a certificate from the Borrower, to the effect that the representations and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) warranties shall be ~~made~~ true and correct in ~~accordance with the pro rata provisions~~ all material respects and no Default or Event of ~~subsection 2.12(b) based on the Commitment Percentages in~~ Default shall have occurred and be continuing after giving effect ~~on and after such Re-Allocation Date (except~~ to the ~~extent that any~~ increase in the Commitments resulting from the increase in such ~~pro rata borrowings would result~~ Lender's U.S. Commitment and/or Multicurrency Commitment or the extension of a U.S. Commitment and/or Multicurrency Commitment by such Third-Party Lender. In no event shall an increase in ~~any Bank making an aggregate principal~~ a Lender's U.S. Commitment and/or Multicurrency Commitment or the addition of a U.S. Commitment and/or Multicurrency Commitment of a Third-Party Lender which results in the Commitments exceeding the amount ~~of Committed Rate Loans~~ which is authorized at such time in ~~excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks~~ resolutions previously delivered to the ~~extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date,~~ Administrative Agent become effective until the Administrative Agent shall ~~deliver~~ have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such ~~amended Schedule II~~ increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding U.S. Revolving Credit Loans or Multicurrency Loans, as shall be required to cause the aggregate outstanding principal amount of U.S. Revolving Credit Loans and ~~a notice~~ Multicurrency Loans owing to each ~~Bank~~ Lender (including each such Increasing Lender and Additional Lender) to be proportional to such U.S. Lender's share of the ~~adjusted Commitment Percentages~~ Aggregate U.S. Commitments and/or such Multicurrency Lender's share of the Multicurrency Commitments, respectively, after giving effect to any increase ~~in the aggregate Commitments made pursuant~~ thereof. The Borrower agrees to ~~this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on~~ indemnify each Lender and to hold each Lender harmless from any ~~such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one~~ loss or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, expense incurred as a result of ~~providing a new Commitment or of increasing its existing Commitment pursuant to this~~ any such prepayment in accordance with subsection ~~2.20~~2.17, ~~exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion~~as applicable. (gc) ~~The Borrowers~~Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, ~~at their own expense, shall execute and deliver to~~ the Administrative Agent ~~in exchange for~~ shall notify each other Lender thereof and shall deliver to each Lender a copy of the ~~surrendered Notes of any Bank, if any, new Notes to the order of~~ Additional Lender Supplement executed by such ~~Bank, if requested, in an amount equal to~~ Additional Lender and the Commitment of Increase Supplement executed by such ~~Bank after giving effect to any increase in such Bank’s Commitment~~Increasing Lender.

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility (Delphi Automotive Systems Corp)

Commitment Increases. ~~(a) At any time after~~ The Borrower shall have the ~~Closing Date~~right, ~~provided that~~ so long as no ~~Event of~~ Default shall have occurred and be continuing, at any time prior to the ~~Borrowers may request an~~ Revolving Credit Commitment Termination Date, to increase the total aggregate amount of the ~~aggregate~~ Revolving Credit Commitments hereunder by ~~notice~~ (x) adding a lender or lenders hereto with a Revolving Credit Commitment or Revolving Credit Commitments of up to ~~the Administrative Agent in writing of~~ the amount (~~the “Offered Increase Amount”~~or aggregate amount) of such ~~proposed~~ increase (~~such notice, a~~ which lender or lenders shall thereupon become “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent Lenders” hereunder) and/or (~~which consent shall not be unreasonably withheld~~ y) enabling any Lender or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation Lenders to increase its (or their) Revolving Credit Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~ (bor Revolving Credit Commitments) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and up to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment amount of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise increase; provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, : (i) in no event shall any ~~transaction effected pursuant to this subsection 2.20 cause~~ Lender’s Revolving Credit Commitment be increased without the ~~aggregate Commitments to exceed $3,400,000,000~~consent of such Lender, (ii) if any Revolving Credit Loans are outstanding hereunder on the ~~Commitment~~ date that any such increase is to be effective, such Revolving Credit Loans shall on or prior to the effectiveness of ~~an individual Bank~~ such increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall ~~not~~be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.13, as (iii) any such increase shall be in a ~~result~~ multiple of ~~providing a new Commitment or~~ $20,000,000, (iv) in no event shall the sum of ~~increasing its existing Commitment~~ the aggregate amount of Incremental Term Loans incurred after the Effective Date, the aggregate amount of increases in Revolving Credit Commitments pursuant to this ~~subsection 2.20~~Section, together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed 15$350,000,000 or such higher amount to which the Required Lenders shall have consented, (v) no increase in Revolving Credit Commitments contemplated by this Section shall result in any one Lender having a Revolving Credit Commitment in an amount which equals more than 20% of the aggregate amount of the Revolving Credit Commitments ~~on any Re-Allocation Date~~ hereunder, and (~~iii~~vi) no ~~Bank~~ increase in Revolving Credit Commitments shall ~~have any obligation~~ occur within twelve months of a reduction in the Revolving Credit Commitments pursuant to ~~increase its Commitment unless it agrees to do so~~ Section 2.06(b). Anything in ~~its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver~~ this Agreement to the ~~Administrative Agent in exchange for~~ contrary notwithstanding, unless the ~~surrendered Notes~~ Required Lenders shall otherwise agree, the Borrower shall not have the right to request or increase the total aggregate amount of ~~any Bank, if any, new Notes to~~ the ~~order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~Revolving Credit Commitments hereunder.

Appears in 1 contract

Sources: Amendment No. 4 and Waiver No. 2 (Morris Publishing Finance Co)

Commitment Increases. (a) At On and after the Amendment No.1 Effective Date, the Parent Borrower has the right at any time ~~after~~ and from time to time to (i) increase the ~~Closing Date~~Revolving Commitments of any Lender and/or (ii) add Revolving Commitments (“Additional Revolving Commitments”) under any then existing Tranche of Revolving Commitments (on the same terms thereof), of one or more financial institutions or other entities that will become “Lenders” (each an “Additional Commitment Lender”), in each case subject only to the consent of such Lender that is increasing its Commitment or Additional Commitment Lender, as applicable, and, in the case of an increase pursuant to the foregoing clause (ii), the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that ~~no Event~~ after giving effect thereto the aggregate amount of ~~Default~~ all Revolving Commitments shall ~~have occurred and be continuing~~not exceed $500,000,000. (b) With respect to a Revolving Commitment increase pursuant to clause (a)(i) above, the ~~Borrowers may request an~~ Parent Borrower shall provide a supplement substantially in the form of Exhibit O hereto (the “Increase Supplement”) specifying the Revolving Commitment increase of and the ~~aggregate Commitments~~ applicable Tranche, executed by ~~notice~~ each increasing Lender and the Parent Borrower which shall be delivered to the Administrative Agent for recording in ~~writing~~ the Register. (c) With respect to a Revolving Commitment increase pursuant to clause (a)(ii) above, the Parent Borrower shall provide a Lender Joinder Agreement substantially in the form of ~~the amount~~ Exhibit P hereto (the “~~Offered Increase Amount~~Lender Joinder Agreement”) ~~of such proposed increase (such notice~~specifying, ~~a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however~~among other things, the ~~Borrowers may~~Revolving Commitment amount and the applicable Tranche, ~~with~~ executed by the ~~consent of~~ Additional Commitment Lender and the Parent Borrower and consented to by the Administrative Agent (~~which~~ such consent ~~shall~~ not to be unreasonably withheld or delayed), ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to~~ which shall be delivered together with any ~~existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment~~ tax forms required pursuant to ~~paragraph (b~~subsection 3.11(b) ~~below if the aggregate amount of all Commitments made hereunder pursuant~~ hereof to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions for its recording in the ~~opportunity to provide all or a portion of such unsubscribed portion~~ Register. Upon effectiveness of the ~~increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its~~ Lender Joinder Agreement, each Additional Commitment ~~pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank~~ Lender shall be a Tranche A Revolving Lender, Tranche B Revolving Lender or ~~financial institution that~~ Extending Lender, as the ~~Borrowers select to offer the opportunity to provide any portion~~ case may be, and a Lender for all intents and purposes of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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 Revolving Credit Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) ~~The~~ Upon the effectiveness of ~~any New Bank~~ the Increase Supplement or ~~Commitment Increase Supplement~~ the Lender Joinder Agreement, as the case may be, outstanding Revolving Loans and/or participations in outstanding Swing Line Loans and/or L/C Obligations, as the case may be, shall be ~~contingent~~ reallocated (and the increasing Lender or joining Additional Commitment Lender, as applicable, shall make appropriate payments representing principal, with the Parent Borrower making any necessary payments of accrued interest) so that after giving effect thereto the increasing Lender or the joining Additional Commitment Lender, as the case may be, and the other Lenders share ratably in the total Aggregate Outstanding Revolving Credit in accordance with the applicable Commitments.” (x) Subsection 3.2(a) is hereby amended by inserting the words “applicable” immediately prior to the term “Maturity Date”. (y) Subsection 3.2(b)(ii) is hereby amended by inserting the words “applicable” immediately prior to the term “Maturity Date”. (z) Subsection 3.3 is hereby amended by inserting the words “in any one Tranche” immediately after the phrase “15 Sets”. (aa) Subsection 3.4(a) is hereby amended and restated in its entirety as follows: (a) Each of the Borrowers may at any time and from time to time prepay the Revolving Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account in whole or in part, subject to subsection 3.12, without premium or penalty, upon ~~receipt~~ at least three Business Days’ irrevocable (subject to the proviso to the third following sentence) notice by the Parent Borrower to the Administrative Agent (in the case of Eurocurrency Loans outstanding in Dollars or any Designated Foreign Currency and Reimbursement Obligations outstanding in any Designated Foreign Currency) and at least one Business Day’s irrevocable (subject to the proviso to the third following sentence) notice by the Parent Borrower to the Administrative Agent (in the case of (x) ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations outstanding in Dollars) or same day irrevocable (subject to the proviso to the third following sentence) notice by the Parent Borrower to the Administrative Agent (in the case of Swing Line Loans). Such notice shall specify the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Tranche A Revolving Loans, Tranche B Revolving Loans, Extended Revolving Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such ~~corporate resolutions~~ Reimbursement Obligations. Upon the receipt of ~~the Borrowers and legal opinions of counsel to the Borrowers as~~ any such notice the Administrative Agent shall ~~reasonably request~~ promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with ~~respect~~ (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto~~. (i~~) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if~~ any ~~bank or financial institution becomes a New Bank~~ amounts payable pursuant to subsection ~~2.20(b~~3.12, provided that, notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind or postpone any notice of prepayment under this subsection 3.4(a) if such prepayment would have resulted from a refinancing of the Facility, which refinancing shall not be consummated or ~~any Bank’s Commitment~~ shall otherwise be delayed. Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swing Line Loans then outstanding, second, to payment of the Tranche A Revolving Loans (if the prepayment is ~~increased~~ of Revolving Tranche A Loans in connection with a concomitant reduction in Revolving Credit Tranche A Commitments pursuant to subsection ~~2.20(c~~2.3), ~~additional Committed Rate~~ Revolving Tranche B Loans (if the prepayment is of Revolving Tranche B Loans in connection with a concomitant reduction in Revolving Tranche B Commitments pursuant to subsection 2.3), a Tranche of Extended Revolving Loans (if the prepayment is of such Tranche of Extended Revolving Loans in connection with a concomitant reduction such Tranche of Extended Revolving Commitments pursuant to subsection 2.3), or Revolving Credit Loans on a pro rata basis (in all other circumstances), as applicable, in each case then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this subsection 3.4(a) in respect to any Loan denominated in a Designated Foreign Currency shall be made on ~~or after the date of the effectiveness thereof (the “Re-Allocation Date”~~a Dollar Equivalent basis. Partial prepayments pursuant to this subsection 3.4(a) shall be ~~made~~ in ~~accordance with~~ whole multiples of $1.0 million (or, in the ~~pro rata provisions~~ case of ~~subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result~~ Eurocurrency Loans outstanding in any ~~Bank making~~ Designated Foreign Currency, the Dollar Equivalent of an aggregate principal amount of ~~Committed Rate Loans~~ at least approximately $1.0 million); provided that, notwithstanding the foregoing, any Loan may be prepaid in ~~excess of~~ its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Dateentirety.” (iibb) ~~In the event that on any such Re-Allocation Date there~~ Subsection 3.5(b) is ~~an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof~~ hereby amended and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so restated in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.entirety as follows:

Appears in 1 contract

Sources: Revolving Credit Agreement (Servicemaster Co)

Commitment Increases. (a) At The Borrower and any one or more Lenders (each of which will be entitled to agree or decline to participate in its sole discretion) (including Additional Lenders, if applicable) may from time ~~after~~ to time agree that such Lenders shall obtain or increase the amount of their Revolving Commitments (any such increase in Revolving Commitments, an “Incremental Revolving Commitment”), as applicable, in an aggregate amount not to exceed $235,000,000, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase (which shall be in an amount not less than $10,000,000 and, if greater, in increments of $1,000,000 in excess thereof and (ii) the applicable Increased Facility Closing Date; provided, ~~provided~~ that (1) no Revolving Commitment of any Lender shall be increased without the consent of such Lender, which shall be given or withheld in its sole discretion; (2) no Default or Event of Default shall have occurred and be ~~continuing~~continuing at the time of such request or after giving effect to any Incremental Revolving Commitment or Loan in respect of any Incremental Revolving Commitment, as the case may be; (3) the representations and warranties set forth in Section 4 shall be true and correct in all material respects immediately prior to, and after giving effect to, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date and (y) to the extent that such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true in all respects (after giving effect to such qualification therein), the ~~Borrowers may request an~~ incurrence of any Incremental Revolving Commitment; (4) such Incremental Revolving Commitments shall have the same terms and conditions as are applicable to the Revolving Commitments; and (5) all fees and expenses in respect of such increase ~~of the aggregate Commitments by notice~~ owing to the Administrative Agent and the Lenders, if any, shall have been paid. The Borrower may seek commitments in ~~writing~~ respect of ~~the amount (the “Offered Increase Amount”) of such proposed increase (such notice~~any Incremental Revolving Commitments from one or more additional banks, ~~a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer~~ financial institutions and other institutional lenders, other than an Ineligible Assignee, in each ~~Bank the opportunity~~ case, reasonably satisfactory to ~~subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of~~ the Administrative Agent (~~which consent~~ each an “Additional Lender”); provided, that the new Revolving Commitment of each Additional Lender shall ~~not~~ be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed at least $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion1,000,000. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, Additional Lender shall execute ~~a New Bank Supplement with the Borrowers and the Administrative Agent~~an Additional Lender Supplement, substantially in the form of Exhibit ~~N (a “New Bank Supplement”)~~F-2, whereupon such ~~bank or financial institution (a “New Bank”)~~ Additional Lender shall become a ~~Bank~~ 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~. (c) ~~Any Bank that accepts an offer to it by~~ On the ~~Borrowers to~~ effective date of any increase ~~its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially~~ in the ~~form of Exhibit O~~ Revolving Commitments, (~~a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”~~i) each Lender participating in the relevant increase shall ~~be bound by and entitled~~ make available to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such ~~corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers~~ amounts in immediately available funds as the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except~~ determine, for the benefit of the other Lenders, as ~~otherwise provided~~ being required in ~~subparagraphs~~ order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Revolving Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and ~~(iii)~~ reborrowed all outstanding Loans as of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of any increase in the ~~effectiveness thereof~~ Revolving Commitments (with such reborrowing to consist of the ~~“Re-Allocation Date”) shall be made~~ Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the ~~pro rata provisions~~ requirements of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective CommitmentsSection 2.2). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments The deemed payments made pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clause (ii) In of the ~~event that~~ immediately preceding sentence shall be accompanied by payment of all accrued interest on ~~any such Re-Allocation Date there is an unpaid principal~~ the amount prepaid and, in respect of ~~ABR Loans~~each SOFR Loan, shall be subject to indemnification by the ~~applicable~~ Borrower ~~shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as~~ pursuant to the ~~applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata~~ provisions of ~~subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect~~ Section 2.16 if the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and deemed payment occurs other than on the last day of the ~~respective~~ related Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesPeriods. (fd) Notwithstanding anything to the contrary in this ~~subsection~~ Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Commitment. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (e) In connection with any increase of the Revolving Commitments pursuant to this Section 2.20, any Additional Lender becoming a party hereto shall (i) ~~in no event shall any transaction effected pursuant to this subsection 2.20 cause~~ execute such documents and agreements as the ~~aggregate Commitments to exceed $3,400,000,000,~~ Administrative Agent may reasonably request and (ii) in the ~~Commitment~~ case of ~~an individual Bank shall not, as~~ any Additional Lender that is organized under the laws of a ~~result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15%~~ jurisdiction outside of the ~~aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers~~United States of America, ~~at their own expense, shall execute and deliver~~ provide to the Administrative ~~Agent in exchange~~ Agent, its name, address, tax identification number and/or such other information as shall be necessary for the ~~surrendered Notes of any Bank~~Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, ~~if any~~including without limitation, ~~new Notes to~~ the ~~order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~Patriot Act.

Appears in 1 contract

Sources: Credit Agreement (Blue Owl Capital Inc.)

Commitment Increases. (a) ~~At any~~ Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time ~~after~~ to time that the ~~Closing Date~~Aggregate Commitments be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that ~~no Event of Default shall have occurred and be continuing,~~ the ~~Borrowers~~ Borrower may only request such an increase once in any six-month period and in no event shall the Aggregate Commitments exceed $2,000,000,000. Such increase in the Aggregate Commitments shall be effected as follows: the Borrower may (i) request one or more of the ~~aggregate Commitments by notice~~ Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent ~~in writing of the amount~~ to forward to such Lender or Lenders) and/or (~~the~~ ii) arrange for one or more financial institutions not a party hereto (an “~~Offered Increase Amount~~Other Lender”) ~~of such proposed increase~~ to become parties to and Lenders under this Agreement, provided that (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of x) the Administrative Agent (shall have approved such Other Lender, which ~~consent~~ approval shall not be unreasonably ~~withheld or delayed)~~withheld, ~~without offering~~ and (y) after giving effect to ~~each Bank the opportunity~~ such increase, no Lender shall have a Commitment hereunder which exceeds an amount equal to ~~subscribe for its pro rata share~~ 15% of the Aggregate Commitments. In no event may any Lender’s Commitment be increased ~~Commitments~~without the prior written consent of such Lender, ~~offer~~ and the failure of any Lender to respond to the Borrower’s request for an increase shall be deemed a rejection by such Lender of the Borrower’s request. The Aggregate Commitments may not be increased if, at the time of any ~~existing Bank~~ proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any ~~bank~~ request by the Borrower to increase the Aggregate Commitments hereunder, the Borrower shall be deemed to have represented and warranted on and as of the date of such request that no Default or ~~other financial institution that~~ Event of Default has occurred and is ~~not an existing Bank~~ continuing. Notwithstanding anything contained in this Agreement to the ~~opportunity~~ contrary, no Lender shall have any obligation whatsoever to ~~provide a new Commitment pursuant to paragraph (b) below if~~ increase the ~~aggregate~~ amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banksits Commitment, ~~the Borrowers may~~and each Lender may at its option, ~~with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)~~unconditionally and without cause, offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation decline to increase its ~~Commitment pursuant to this Section 2.20 except in its sole discretion~~Commitment. (b) ~~Any additional bank or financial institution~~ If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N H (a “~~New Bank~~ Commitment Increase Supplement”), ~~whereupon~~ which agreement shall specify, among other things, the amount of the increased Commitment of such ~~bank or financial institution~~ Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased Commitment of such Increasing Lender. Any Other Lender which, with the consent of the Borrower and the Administrative Agent (~~a “New Bank”)~~ which consent, in the case of the Administrative Agent, shall not be unreasonably withheld), is willing to become ~~a Bank for all purposes and to the same extent as if originally~~ a party hereto and a Lender hereunder, shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute enter into a ~~Commitment Increase Supplement~~ written agreement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O I (a an “~~Commitment Increase~~ Additional Lender Supplement”), ~~whereupon such Bank (an “Increasing Bank”)~~ which agreement shall ~~be bound by and entitled to the benefits of this Agreement with respect to the full amount of~~ specify, among other things, its Commitment hereunder. When such Other Lender becomes a Lender hereunder as ~~so increased~~set forth in the Additional Lender Supplement, ~~and~~ Schedule ~~II shall~~ I shall, without further action, be deemed to be have been amended as appropriate to ~~so increase~~ reflect the Commitment of such ~~Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt~~ Other Lender. Upon the execution by the Administrative ~~Agent~~ Agent, the Borrower and such Other Lender of such ~~corporate resolutions~~ Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the ~~Borrowers~~ Lenders set forth in this Agreement, and ~~legal opinions~~ its Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an “Additional Lender.” (c) In no event shall an increase in a Lender’s Commitment or the Commitment of ~~counsel to the Borrowers as~~ an Other Lender become effective until the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except as otherwise provided~~ have received a certificate from the Borrower, to the effect that the representations and warranties shall be true and correct in ~~subparagraphs (ii)~~ all material respects and ~~(iii)~~ no Default or Event of ~~this paragraph (e), if any bank or financial institution becomes a New Bank pursuant~~ Default shall have occurred and be continuing after giving effect to ~~subsection 2.20(b) or any Bank~~the increase in the Aggregate Commitments resulting from the increase in such Lender’s Commitment ~~is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on~~ or ~~after~~ the ~~date~~ extension of ~~the effectiveness thereof (the “Re-Allocation Date”)~~ a Commitment by such Other Lender. In no event shall ~~be made~~ an increase in ~~accordance with the pro rata provisions of subsection 2.12(b) based on~~ a Lender’s Commitment or the Commitment ~~Percentages~~ of an Other Lender which results in ~~effect on and after~~ the Aggregate Commitments exceeding the amount which is authorized at such ~~Re-Allocation Date (except~~ time in resolutions previously delivered to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, Administrative Agent become effective until the Administrative Agent shall ~~deliver~~ have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such ~~amended Schedule II and~~ increase, certified by the Secretary or an Assistant Secretary of the Borrower. Concurrently with the execution by an Increasing Lender of a ~~notice~~ Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Borrower shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding Revolving Credit Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Credit Loans owing to each ~~Bank~~ Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the ~~adjusted Commitment Percentages~~ Aggregate Commitments after giving effect to any increase ~~in the aggregate Commitments made pursuant~~ thereof. The Borrower agrees to ~~this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on~~ indemnify each Lender and to hold each Lender harmless from any ~~such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one~~ loss or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, expense incurred as a result of ~~providing a new Commitment or of increasing its existing Commitment pursuant to this~~ any such prepayment in accordance with subsection ~~2.20~~2.17, ~~exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion~~as applicable. (gd) ~~The Borrowers~~Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, ~~at their own expense, shall execute and deliver to~~ the Administrative Agent ~~in exchange for~~ shall notify each other Lender thereof and shall deliver to each Lender a copy of the ~~surrendered Notes of any Bank, if any, new Notes to the order of~~ Additional Lender Supplement executed by such ~~Bank, if requested, in an amount equal to~~ Additional Lender and the Commitment of Increase Supplement executed by such ~~Bank after giving effect to any increase in such Bank’s Commitment~~Increasing Lender.

Appears in 1 contract

Sources: 364 Day Competitive Advance and Revolving Credit Facility (Delphi Automotive Systems Corp)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the~~ The Borrowers may ~~request an increase of the aggregate Commitments~~ from time to time (and more than one time), by written notice to the ~~Administrative~~ Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ increase ~~(such notice,~~ for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer~~ shall be not less than $15,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.25(a), (ii) the Aggregate Commitment together with the “Aggregate Commitment” under the Supplemental Credit Agreement shall not exceed $1,300,000,000 after giving effect to the effectiveness of each ~~Bank~~ Commitment Increase and (iii) the ~~opportunity~~ Aggregate Commitment under this Agreement shall not exceed $1,150,000,000 at any time prior to ~~subscribe for its pro rata share~~ the termination of the ~~increased Commitments; provided, however,~~ Non-Extended Commitments on the ~~Borrowers may, with~~ Commitment Termination Date. Each Augmenting Lender (if not then a Lender) shall be subject to the ~~consent~~ approval of the ~~Administrative~~ Agent and each Issuing Bank (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (bwithheld) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be ~~unreasonably withheld or delayed)~~subject to the approval of any other Lenders, ~~offer~~ and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to ~~any existing Bank or to one or more additional banks or financial institutions~~ evidence the ~~opportunity to provide all or a portion~~ Commitment of such ~~unsubscribed portion~~ Augmenting Lender and/or its status as a Consenting Lender hereunder (such documentation in respect of any Commitment Increase together with the ~~increased Commitments pursuant~~ notice of such Commitment Increase being referred to ~~paragraph (b) below. No Bank has an obligation to increase its~~ collectively as the “Commitment ~~pursuant to this Section 2.20 except~~ Increase Amendment” in ~~its sole discretion~~respect of such Commitment Increase). (b) ~~Any additional bank or financial institution that the Borrowers select~~ Upon each Commitment Increase pursuant to ~~offer the opportunity~~ this Section, (i) each Lender immediately prior to ~~provide any~~ such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of ~~the increased Commitments~~such Commitment Increase, and ~~that elects~~ each such Augmenting Lender will automatically and without further act be deemed to ~~become~~ have assumed, a ~~party~~ portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to ~~this Agreement~~ such Commitment Increase and ~~provide a Commitment~~each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to Section 2.24) equal such Lender’s Pro Rata Share, (ii) if, on the date of such Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall ~~execute a New Bank Supplement with~~ on or prior to the ~~Borrowers and~~ effectiveness of such Commitment Increase be prepaid from the ~~Administrative Agent, substantially in the form~~ proceeds of ~~Exhibit N~~ new Revolving Loans made hereunder (~~a “New Bank Supplement”~~reflecting such Commitment Increase), ~~whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and~~ which prepayment shall be ~~bound~~ accompanied by accrued interest on the Revolving Loans being prepaid and ~~entitled to the benefits of this Agreement,~~ any costs incurred by any Lender in accordance with Section 3.4 and ~~Schedule II shall~~ (iii) such Augmenting Lender will be deemed to be ~~amended to add~~ a Consenting Lender hereunder. The Agent and the ~~name and Commitment of such New Bank, provided~~ Lenders hereby agree that the ~~Commitment of any such New Bank~~ minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall ~~be in an amount~~ not ~~less than $10,000,000~~apply to the transactions effected pursuant to the immediately preceding sentence. (c) ~~Any Bank that accepts an offer to it by the Borrowers to increase its~~ Commitment Increases and new Commitments created pursuant to this ~~subsection 2.20 shall~~Section 2.25 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, ~~in each case, execute a Commitment Increase Supplement with~~ the ~~Borrowers~~ Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) ~~The effectiveness~~ Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(bLender) or ~~any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made~~ addition of an Augmenting Lender shall become effective under this Section unless on ~~or after~~ the date of such increase, the ~~effectiveness thereof~~ conditions set forth in Section 4.2 (it being understood that all references to “Credit Extension Date” therein shall be deemed to refer to the ~~“Re-Allocation Date”~~date of such Commitment Increase) shall be ~~made in accordance with~~ satisfied as of such date (as though the ~~pro rata provisions~~ effectiveness of ~~subsection 2.12(b~~such increase were a Credit Extension) ~~based on~~ and the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall ~~deliver~~ have received a certificate to that effect dated such ~~amended Schedule II~~ date and ~~a notice to each Bank~~ executed by an Authorized Officer of the ~~adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date~~Company. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Amendment Agreement (Ameren Energy Generating Co)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing~~Subject to Section 4.03, the ~~Borrowers may request an increase~~ Borrower and any one or more Lenders (including New Lenders (as defined below)) may, from time to time, without the consent of ~~the aggregate Commitments by notice to~~ any other Lender, the Administrative Agent ~~in writing of the amount~~ or any Issuing Bank (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent and each Issuing Bank (~~which consent shall~~ not to be unreasonably ~~withheld~~ withheld, delayed or ~~delayed~~conditioned) with respect to any New Lender), ~~without offering~~ agree that such Lenders shall provide additional Commitments or increase the amount of their Commitments (each, a “Commitment Increase”) by executing and delivering to ~~each Bank~~ the ~~opportunity to subscribe for its pro rata share~~ Administrative Agent an Incremental Commitment Activation Notice specifying (A) the amount of such Commitment Increase and (B) the ~~increased Commitments~~proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, ~~offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph~~ (bX) ~~below if~~ the aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ Commitment ~~becomes effective does~~ Increases obtained after the Effective Date shall not exceed $500,000,000 ~~subject to subsection 2.20(f). If any portion~~ and (Y) each Commitment Increase shall be in an integral multiple of ~~the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is~~ $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion. . Any entity that is eligible to be an assignee under Section 9.04 (band has provided to the Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) ~~Any additional bank or financial institution that the Borrowers select~~ with respect to ~~offer the opportunity to provide any portion of the increased Commitments, and~~ such entity) that elects to become a ~~party to~~ “Lender” under this Agreement ~~and provide a Commitment,~~ in connection with any Commitment Increase shall execute a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent~~(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) ~~Except as otherwise provided in subparagraphs~~ The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and all matters relating thereto and (iii) ~~of this paragraph (e)~~the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, ~~if any bank~~ each Lender participating in such Commitment Increase shall purchase and assume from each existing Lender having Loans outstanding on such Incremental Commitment Effective Date, without recourse or ~~financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)~~warranty, additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on an undivided interest and ~~after such Re-Allocation Date (except~~ participation, to the extent ~~that any~~ of such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank Lender’s ratable portion of the ~~adjusted Commitment Percentages~~ Aggregate Commitments (after giving effect to ~~any increase~~ such Commitment Increase), in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine~~then outstanding, so as to ensure that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Incremental Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Effective Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to such Commitment Increase, each Lender is owed only its ratable portion of the Loans on such Incremental Commitment Effective Date. Each existing Lender (X) shall be automatically deemed to have assigned any ~~increase~~ outstanding Loans on the Incremental Commitment Effective Date for any Commitment Increase and (Y) agrees to take any further steps reasonably requested by the Administrative Agent, in ~~such Bank’s Commitment~~each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentence.

Appears in 1 contract

Sources: Revolving Credit Agreement (Marathon Petroleum Corp)

Commitment Increases. (a) ~~At any~~ From time ~~after~~ to time the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers Borrower may, with the consent of the Administrative Agent ~~(which consent shall not be unreasonably withheld~~ and one or ~~delayed), without offering to each Bank the opportunity to subscribe for its pro rata share~~ more of the ~~increased Commitments~~Revolving Credit Lenders, ~~offer to any existing Bank or any bank or other financial institution that is not~~ increase the Revolving Credit Commitments of such Revolving Credit Lenders by an ~~existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the~~ aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when~~ not less than $25,000,000. Any such ~~new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated~~ increase in the ~~immediately preceding sentence is not subscribed for~~ Revolving Credit Commitment of any Revolving Credit Lender shall be evidenced by the ~~Banks~~execution and delivery by the Borrower, the ~~Borrowers may~~Subsidiary Borrowers, ~~with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ and such ~~time~~ Revolving Credit Lender of a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative AgentIncrease Supplement, substantially in the form of Exhibit N (a ~~“New Bank~~ "COMMITMENT INCREASE SUPPLEMENT"), and shall be effective as of the date specified for effectiveness in such Commitment Increase Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) Revolving Credit Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Credit Commitment as so increased, and Schedule II 1 shall be deemed to be amended to so increase the Revolving Credit Commitment of such ~~Bank~~Lender. (db) ~~The effectiveness~~ If, on the date upon which the Revolving Credit Commitment of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment Revolving Credit Lender is increased pursuant to subsection ~~2.20(c~~2.28(a), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Revolving Credit Loans in any currency to the Borrower or any Subsidiary Borrower in which such Revolving Credit Lender has agreed to participate, the principal outstanding amount of all such Revolving Credit Loans shall (A) in the case of such Revolving Credit Loans which are ABR Loans, be immediately prepaid by the ~~applicable~~ Borrower ~~shall make prepayments thereof~~ or Subsidiary Borrower (but all such Revolving Credit Loans may, on the terms and ~~one or both Borrowers shall make borrowings~~ conditions hereof, be reborrowed on such date on a pro rata basis, based on the revised Revolving Credit Commitments as then in effect) and (B) in the case of ~~ABR~~ such Revolving Credit Loans ~~and/or Eurocurrency~~ which are LIBOR Loans, ~~as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR~~ continue to remain outstanding (notwithstanding any other requirement in this Agreement that such Revolving Credit Loans ~~and Eurocurrency Loans outstanding are~~ be held ~~as nearly as may be in accordance with the~~ on a pro rata ~~provisions of subsection 2.12(b)~~ basis based on the revised Revolving Credit Commitments as then in effect) until the end of the then current Interest Period therefor, at which time such ~~new Commitment Percentages. In addition~~LIBOR Loans shall be paid by the Borrower or Subsidiary Borrower (but all such Revolving Credit Loans may, on ~~each Re-Allocation Date~~the terms and conditions hereof, ~~participating interests~~ be reborrowed on such date on a pro rata basis, based on the Revolving Credit Commitments as then in ~~then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~effect). (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (fc) Notwithstanding anything to the contrary in this subsection ~~2.20~~2.28, (i) in no event shall any transaction effected pursuant to this subsection ~~2.20~~ 2.28 cause the aggregate Revolving Credit Commitments to exceed $~~3,400,000,000~~575,000,000, ~~(ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of~~ less the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes amount of ~~any Bank, if~~ any~~, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.~~

Appears in 1 contract

Sources: Credit Agreement (Scotts Company)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in ~~writing~~ writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $500,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders with the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative ~~Agent~~ Agent, the Swingline Lender and the Issuing Lenders (which ~~consent~~ consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Administrative Agent, the Swingline Lender and the Issuing Lenders consent to such increase (which consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $3,500,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 1 contract

Sources: Credit Agreement (PACIFIC GAS & ELECTRIC Co)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the ~~Borrowers~~ Borrower may request an increase of the aggregate Commitments (which increase may be, at the Borrower’s option, in the form of an increase in the Total Revolving Credit Commitments and/or Commitments to make additional Term Loans) in an aggregate amount up to $15,000,000 by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each ~~Bank~~ Lender under each Facility the opportunity to subscribe for its pro rata share of the increased ~~Commitments~~Commitments relating to such Facility; provided, ~~however,~~ that the ~~Borrowers~~ Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each ~~Bank~~ Lender the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any ~~existing Bank or any~~ bank or other financial institution that is not an existing ~~Bank~~ Lender the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f)below. If any portion of the increased Commitments offered to the ~~Banks~~ Lenders as contemplated in the immediately preceding sentence is not subscribed for by the ~~Banks~~Lenders, the ~~Borrowers~~ Borrower may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a ~~Bank~~ Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing ~~Bank~~ Lender or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the ~~Borrowers select~~ Borrower selects to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New ~~Bank~~ Lender Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N L (a “New ~~Bank~~ Lender Supplement”), whereupon such bank or financial institution (a “New ~~Bank~~Lender”) shall become a ~~Bank~~ 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ ; provided that the Commitment of any such New ~~Bank~~ Lender shall be in an a principal amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank~~ Lender that accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to this ~~subsection 2.20~~ Section 2.25 shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O M (a “Commitment Increase Supplement”), whereupon such ~~Bank~~ Lender (an “Increasing ~~Bank~~Lender”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) The effectiveness of any New ~~Bank~~ Lender Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the ~~Borrowers~~ Borrower and legal opinions of counsel to the ~~Borrowers~~ Borrower as the Administrative Agent shall reasonably request with respect thereto. (ie) ~~Except as~~ Unless otherwise ~~provided in subparagraphs (ii) and (iii) of this paragraph (e)~~agreed by the Administrative Agent, ~~if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made~~ on ~~or after the~~ each closing date of an increase in the ~~effectiveness thereof (~~Commitments, the ~~“Re-Allocation Date”)~~ Borrower shall ~~be made~~ borrow Loans from each Lender participating in ~~accordance with~~ the ~~pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ relevant increase to the extent ~~that any such~~ necessary to rebalance the outstanding Loans pro rata ~~borrowings would result~~ among the Lenders in ~~any Bank making~~ an ~~aggregate principal~~ amount determined by reference to the amount of ~~Committed Rate Loans in excess~~ each Type of ~~its Commitment, in~~ Loan under each Facility which ~~case~~ would then have been outstanding from such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and Lender if it had been a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and Lender on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesClosing Date. (f) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.25, ~~(i) in~~ no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender under either Facility shall have any obligation to increase its Commitment under such Facility unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Extendicare Health Services Inc)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitment at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase), ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in writing of the amount (the “"Revolving Credit Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”)") in a minimum amount equal to $10,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender's Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent and, unless any such other bank, financial institution or other entity would qualify as an Eligible Assignee, the Issuing Lender (which ~~consent~~ consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitment and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a New ~~Bank~~ Lender Supplement with the ~~Borrowers~~ Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit ~~N (a “New Bank Supplement”)~~A, whereupon such ~~bank or~~ bank, financial institution or other entity (herein called a “"New ~~Bank”~~Revolving Credit Lender") shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $10,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank’s~~ Lender's Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “"Revolving Credit Re-Allocation Date”") shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this ~~subsection 2.20~~ Section 2.3 cause the ~~aggregate Commitments~~ Total Commitment to exceed $~~3,400,000,000~~300,000,000, (ii) in no event may the Borrower deliver more than one Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date Increase Notice each year and (iii) no ~~Bank~~ Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Closing Date and (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 1 contract

Sources: Credit Agreement (Pg&e Corp)

Commitment Increases. (a) At any time and from time to time after the ~~Closing Date~~Effective Date and during the Revolving Credit Period, ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice~~ subject to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the prior written consent of the ~~Administrative~~ Agent (which consent shall not be unreasonably ~~withheld or delayed~~withheld), ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution~~ and provided that no Default shall have occurred and is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Bankscontinuing, the ~~Borrowers may, with the consent of the Administrative Agent as to any bank~~ Total Commitment Amount may be increased either by new Lenders establishing Commitments or ~~financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to~~ by one or more ~~additional banks or financial institutions the opportunity to provide all or~~ then existing Lenders increasing their Commitments (each such increase by either means, a ~~portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its~~ "Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased CommitmentsIncrease", and ~~that elects to become a party to this Agreement and provide a~~ each new Lender or each Lender increasing its Commitment, an "Additional Commitment Lender") provided that no Commitment Increase shall ~~execute a New Bank Supplement with~~ become effective unless and until (i) the ~~Borrowers~~ Borrower, the Agent and the ~~Administrative Agent,~~ Additional Commitment Lender shall have executed and delivered an agreement substantially in the form of Exhibit N H (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment Increase Supplement~~”), whereupon such Bank (an “Increasing Bank”~~") ~~shall be bound by and entitled to the benefits of this Agreement~~ with respect to ~~the full amount of its~~ such Commitment ~~as so increased~~-38- 40 Increase, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so thatif, after giving effect thereto, the ~~ABR Loans and Eurocurrency Loans outstanding are held~~ aggregate amount of the Commitments would exceed $100,000,000, such Commitment Increase shall have been consented to in writing by each of the other Lenders. On the effective date of any such Commitment Increase (each an "Increase Effective Date"), the Additional Commitment Lender shall pay to each other Lender the purchase price, as ~~nearly as may be~~ determined in accordance with subsection (b) below, for an assignment of a portion of such other Lender's advances outstanding at such time that, after giving effect to such assignments, the ~~pro rata provisions~~ aggregate amount of ~~subsection 2.12(b~~Revolving Credit Loans of each Lender (including the Additional Commitment Lender) ~~based on~~ shall be proportional. Upon payment of such ~~new~~ purchase price, each other Lender shall be deemed to have sold and made such an assignment to such Additional Commitment ~~Percentages. In addition~~Lender, and such Additional Commitment Lender shall be deemed to have purchased and assumed such an assignment from each other Lender, on the terms set forth in subsection (b) below. Upon the effectiveness of any Commitment Increase, the Borrower shall issue a Note to the Additional Commitment Lender (against surrender of its existing Note in the case of an existing Lender), and to the existing Lenders if necessary, in the amount of such Additional Commitment Lender's Commitment after giving effect to such Commitment Increase. The Agent is hereby directed to amend Exhibit B hereto on each ~~Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted~~ Increase Effective Date to reflect the ~~new~~ Total Commitment ~~Percentages~~Amount and the Commitment of each Lender as of such Increase Effective Date. As of the Increase Effective Date, each Additional Commitment Lender shall be a "Lender" hereunder, and shall have all of the rights and obligations of a Lender hereunder. (b) Each assignment of Revolving Credit Loans by any Lender (an "Assigning Lender") to an Additional Commitment Lender pursuant to subsection (a) of this Agreement shall be made on the following terms: (i) The purchase price for the assignment shall be equal to the aggregate principal amount of the Revolving Credit Loans assigned plus the amount of accrued and unpaid interest thereon on the date of the assignment. The purchase price shall be payable, not later than 12:00 noon (New York City time) on the effective date of the applicable Commitment Increase, in U.S. Dollars in funds immediately available to the Assigning Lender at such office of the Assigning Lender (or a commercial bank designated by it) located in the United States as the Assigning Lender shall specify to the Assignee. (ii) The assignment shall consist of an equal percentage of all Revolving Credit Loans of the Assigning Lender outstanding and shall include all of the Assigning Lender's rights under this Agreement in respect of the portion of the Revolving Credit Loans of the Assigning Lender assigned, including accrued interest thereon. (iii) In The assignment shall be without recourse to the ~~event that on~~ Assigning Lender. The Assigning Lender shall not be deemed to have made any ~~such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans~~-39- 41 representation or warranty or to have assumed any responsibility with respect to (a) any statements, ~~such Eurocurrency Loans shall remain outstanding~~ warranties or representations made in or in connection with the ~~respective holders thereof until~~ Agreement or any other instrument or document furnished pursuant thereto or the ~~expiration~~ execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto, other than as set forth in clause (iv) below, or (b) the financial condition of the Borrower or any of its Subsidiaries, or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective ~~Interest Periods~~ obligations under the Agreement or any other instrument or document furnished pursuant thereto. (~~unless~~ iv) The Assigning Lender shall, at the ~~applicable Borrower elects~~ time of the assignment, be deemed to ~~prepay~~ have represented and warranted that (a) it has full power, authority and legal right to make the assignment and (b) it is the legal and beneficial owner of the rights assigned and such rights are free and clear of any ~~thereof in accordance with~~ lien or adverse claim, including any participation. (v) The Additional Commitment Lender which is the ~~applicable provisions~~ assignee of the Assigning Lender's interest shall, at the time of the assignment, be deemed to have (a) represented and warranted that it has full power, authority and legal right to purchase and assume the Assignment; (b) confirmed that it has received a copy of this Agreement, together with copies of the most recent financial statements and reports delivered pursuant to Section 7.1 (a), (b) and on (c) of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase and assume the ~~last day of~~ assignment; and (c) agreed that it will, independently and without reliance upon the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect theretoAssigning Lender, the ~~ABR Loans~~ Agent or any other Lender and ~~Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b)~~ based on such ~~new Commitment Percentages~~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 this Agreement. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (New Plan Excel Realty Trust Inc)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that~~ So long as no Event of Default ~~shall have~~ has occurred and be is continuing, the ~~Borrowers~~ Borrower may request ~~an increase~~ from time to time after the Effective Date that the aggregate amount of the ~~aggregate~~ Commitments ~~by notice to the Administrative Agent in writing of the amount~~ be increased (~~the “Offered Increase Amount”) of such proposed increase (such notice,~~ each a “Commitment ~~Increase Notice~~Increase”~~). Any such~~ ) by delivering a Notice of Commitment ~~Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Increase; provided, however, ~~the Borrowers may, with the consent~~ that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of ~~the Administrative Agent~~ Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Revolving Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~Termination Date; (biii) ~~Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase ~~Supplement with~~ (the ~~Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a~~ “Commitment Increase ~~Supplement”), whereupon such Bank (an “Increasing Bank~~Effective Date”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon~~ Business Days after receipt by the Administrative Agent of such ~~corporate resolutions~~ Notice of Commitment Increase; (iv) the ~~Borrowers and legal opinions~~ amount of ~~counsel to the Borrowers~~ any Commitment Increase must be at least $10,000,000 or such lesser amount as the Administrative Agent ~~shall reasonably request with respect thereto.~~may agree to in its sole discretion; and (iv) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any ~~increase~~ requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $2,500,000,000. (b) On each Commitment Increase Effective Date, so long as no Event of Default has occurred and is continuing, the applicable Commitment Increase shall become effective, and upon such effectiveness: (i) the Administrative Agent shall record in the ~~aggregate Commitments made~~ Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to ~~this subsection 2.20~~ an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on ~~such Re-Allocation~~ or before the Commitment Increase Effective Date.; (ii) In the ~~event that on any~~ Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.~~Increase; (iii) In each CI Lender identified on the ~~event that on any~~ Notice of Commitment Increase for such ~~Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement~~), and on~~ ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Revolving Loans outstanding ~~are held~~ as ~~nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ such ~~new Commitment Percentages.~~date: (fA) ~~Notwithstanding anything to the contrary in this subsection 2.20~~each CI Lender shall, ~~(i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~by wire transfer of immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange~~ such CI Lender’s New Funds Amount for the ~~surrendered Notes of any Bank~~applicable Commitment Increase Effective Date, ~~if any~~which amount, ~~new Notes~~ for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the ~~order~~ Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07 (without regard to the minimums or multiples required by Section 2.07), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such ~~Bank, if requested, in an amount equal to~~ Reducing Percentage Lender; and (v) To the ~~Commitment~~ extent there is any Letter of Credit outstanding as of such ~~Bank~~ Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the existing participations in such Letter of Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to ~~any increase in~~ such ~~Bank’s Commitment~~Commitment Increase).

Appears in 1 contract

Sources: Revolving Credit Agreement (Western Midstream Partners, LP)

Commitment Increases. (a) ~~At any~~ So long as no Default or Event of Default has occurred and is continuing, the Borrower may request from time to time after the ~~Closing~~ Effective Date, ~~provided~~ that ~~no Event of Default shall have occurred and be continuing,~~ the ~~Borrowers may request an increase~~ aggregate amount of the ~~aggregate~~ Lenders’ Commitments ~~by notice to the Administrative Agent in writing of the amount~~ be increased (~~the “Offered Increase Amount”) of such proposed increase (such notice,~~ each a “Commitment ~~Increase Notice~~Increase”~~). Any such~~ ) by delivering a Notice of Commitment ~~Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Increase; provided, however, ~~the Borrowers may, with the consent~~ that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of ~~the Administrative Agent~~ Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Revolving Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~Termination Date; (biii) ~~Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase ~~Supplement with~~ (the ~~Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a~~ “Commitment Increase ~~Supplement”), whereupon such Bank (an “Increasing Bank~~Effective Date”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon~~ Business Days after receipt by the Administrative Agent of such ~~corporate resolutions~~ Notice of ~~the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.~~Commitment Increase; (iiv) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of ~~Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ any Commitment Increase must be ~~allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b~~at least $10,000,000; and (v) ~~based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages~~ after giving effect to any ~~increase~~ requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $1,000,000,000. (b) On each Commitment Increase Effective Date, so long as no Default or Event of Default has occurred and is continuing, each of the conditions set forth in Section 7.02 are satisfied as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of such date, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the ~~aggregate Commitments made~~ Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to ~~this subsection 2.20~~ an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on ~~such Re-Allocation~~ or before the Commitment Increase Effective Date.; (ii) In the ~~event that on any~~ Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.~~Increase; (iii) In each CI Lender identified on the ~~event that on any~~ Notice of Commitment Increase for such ~~Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement~~), and on~~ ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Revolving Loans outstanding ~~are held~~ as ~~nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ such ~~new Commitment Percentages.~~date: (fA) ~~Notwithstanding anything to the contrary in this subsection 2.20~~each CI Lender shall, ~~(i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~by wire transfer of immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange~~ such CI Lender’s New Funds Amount for the ~~surrendered Notes of any Bank~~applicable Commitment Increase Effective Date, ~~if any~~which amount, ~~new Notes~~ for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the ~~order~~ Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such ~~Bank, if requested, in an amount equal to~~ Reducing Percentage Lender; and (v) To the ~~Commitment~~ extent there is any Letter of Credit outstanding as of such ~~Bank~~ Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the existing participations in such Letter of Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to ~~any increase in such Bank’s Commitment~~the Commitment Increases of all Lenders).

Appears in 1 contract

Sources: Revolving Credit Agreement (Western Gas Partners LP)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~3,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Deere John Capital Corp)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the~~ The Borrowers may ~~request an increase of the aggregate Commitments~~ from time to time (and more than one time), by written notice to the ~~Administrative~~ Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ increase ~~(such notice,~~ for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $10,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,300,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the ~~increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative~~ Agent and each Issuing Bank (which ~~consent~~ approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph . (b) ~~below if the aggregate amount of all Commitments made hereunder~~ Upon each Commitment Increase pursuant to this ~~proviso which~~ Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect ~~when~~ to such ~~new~~ Commitment ~~becomes effective does not exceed $500,000,000~~ Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to ~~subsection 2.20(f). If~~ Section 2.22) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any ~~portion~~ Revolving Loans outstanding, the parties hereto shall, at the request of the ~~increased Commitments offered~~ Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to the ~~Banks as contemplated~~ Agent and the Company, in the ~~immediately preceding sentence is not subscribed for~~ outstanding Revolving Loans being held by the ~~Banks,~~ Lenders ratably in accordance with their Commitments. In determining the ~~Borrowers may, with the consent of the Administrative Agent as~~ actions to ~~any bank or financial institution that is not at such time a Bank~~ be taken (which ~~consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions~~ may include the ~~opportunity to provide~~ prepayment and reborrowing of all or a portion of such ~~unsubscribed portion~~ Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the ~~increased Commitments~~ balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to ~~paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000immediately preceding sentence. (c) ~~Any Bank that accepts an offer to it by the Borrowers to increase its~~ Commitment Increases and new Commitments created pursuant to this ~~subsection 2.20 shall~~Section 2.23 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, ~~in each case, execute a Commitment Increase Supplement with~~ the ~~Borrowers~~ Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) ~~The effectiveness~~ Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any ~~New Bank Supplement~~ Lender) or ~~Commitment Increase Supplement~~ addition of an Augmenting Lender shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. become effective under this Section unless (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on ~~or after~~ the date of such increase, the ~~effectiveness thereof~~ conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “~~Re-Allocation~~ Restatement Effective Date”” in Sections 5.5, 5.7 and 5.12(ii) shall be ~~made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ deemed to refer to the ~~extent~~ date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that ~~any~~ effect dated such ~~pro rata borrowings would result in any Bank making~~ date and executed by an ~~aggregate principal amount~~ Authorized Officer of ~~Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to~~the Company, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the ~~Commitment~~ actions referred to in paragraph (b)(ii) of ~~an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to~~ this ~~subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank~~ Section 2.23 shall have ~~any obligation to increase its Commitment unless it agrees to do so in its sole discretion.~~ been agreed upon by the Agent and the Company (~~g) The Borrowers~~provided, ~~at their own expense~~however, ~~shall execute~~ that the prepayment and ~~deliver to~~ reborrowing on the ~~Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order~~ date of such ~~Bank, if requested,~~ Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in ~~an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~this clause (ii)).

Appears in 1 contract

Sources: Credit Agreement (Union Electric Co)

Commitment Increases. (a) At The Borrower shall have the right, at any time and from time to time after the ~~Closing~~ Effective Date, to increase the Commitments and the Alternate Currency Sublimit by a proportionate amount pursuant to this Section 2.05 subject to the restrictions of subsection 2.05(d) below (any such increase (including the proportionate increase in the Alternate Currency Sublimit), a “Commitment Increase”); provided that (i) no Default or Event of Default ~~shall have~~ has occurred and is continuing on the date of the Commitment Increase or shall result from the proposed Commitment Increase and (ii) the representations and warranties contained in Section 5.01 shall be ~~continuing~~true and correct in all material respects on and as of the date of the Commitment Increase as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). In the ~~Borrowers may request an~~ event that the Borrower wishes to increase of the aggregate Commitments ~~by notice to~~ at any time, the ~~Administrative~~ Borrower shall notify the Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)~~. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that ~~is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if~~ the aggregate amount of ~~all~~ any such initial increase in the Commitment shall be at least $500,000,000, and, any subsequent increases in the Commitments ~~made hereunder~~ shall be in increments of at least $100,000,000 thereafter. The Borrower shall (x) first, offer the existing Lenders the opportunity to participate in such increase of their Commitments among such existing Lenders to provide the Offered Increase Amount pursuant to ~~this proviso which will~~ subsection 2.05(c), and each Lender shall, within 5 days after receipt of such notice (or such other period as may be ~~in effect when~~ specified by the Agent and the Borrower), notify the Agent whether it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its pro rata amount of such ~~new Commitment becomes effective does~~ requested increase (and any Lender not ~~exceed $500,000,000 subject~~ responding within such time period shall be deemed to ~~subsection 2.20(f). If any portion of the increased Commitments offered~~ have declined to increase its Commitment) and (y) second, to the ~~Banks~~ extent that Commitment increases are not agreed to by existing Lenders under clause (x) (as ~~contemplated in the immediately preceding sentence is not subscribed for~~ accepted and allocated by the ~~Banks,~~ Agent and the ~~Borrowers may, with the consent of the Administrative Agent~~ Borrower as ~~to any bank or financial institution that is not at such time a Bank (which consent~~ they shall ~~not be unreasonably withheld or delayed~~agree), offer ~~to any existing Bank or to~~ one or more additional ~~banks or~~ banks, financial institutions or other entities (approved by the Agent, such approval not to be unreasonably withheld) the opportunity to ~~provide~~ participate in all or a portion of ~~such unsubscribed portion of~~ the ~~increased Commitments~~ Offered Increase Amount pursuant to ~~paragraph (b) below~~subsection 2.05(b). ~~No Bank has an obligation~~ Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to ~~increase its~~ participate in such Commitment ~~pursuant to this Section 2.20 except in its sole discretion~~Increase. The Borrower or, if requested by the Borrower, the Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity~~ participation in a Commitment Increase and which agrees to provide ~~any portion of the increased Commitments,~~ a commitment in an amount so offered and ~~that elects~~ accepted by it pursuant to ~~become a party to this Agreement and provide a Commitment,~~ subsection 2.05(a)(y) shall execute ~~a New Bank~~ an Additional Lender Supplement (in substantially the form specified by the Agent, each an “Additional Lender Supplement”) with the ~~Borrowers~~ Borrower and the ~~Administrative~~ Agent~~, substantially in the form of Exhibit N (a “New Bank Supplement”)~~, whereupon such ~~bank or~~ bank, financial institution or other entity (a herein called an “~~New Bank~~Additional Lender”) shall become a ~~Bank~~ 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, and Schedule II 2.01 shall be deemed to be amended to add the name and Commitment of such ~~New Bank~~Additional Lender, provided that the Commitment of any such ~~New Bank~~ Additional Lender shall be in an amount not less than $~~10,000,000~~50,000,000 or such smaller amount as the Borrower and Agent may otherwise agree. (c) Any ~~Bank that~~ existing Lender which accepts an offer ~~to it by the Borrowers~~ to increase its Commitment pursuant to ~~this~~ subsection ~~2.20~~ 2.05(a)(x) or (y) shall, in each case, execute a Commitment Increase Supplement ~~with~~ (in substantially the ~~Borrowers and~~ form specified by the ~~Administrative~~ Agent, ~~substantially in the form of Exhibit O (~~each a “Commitment Increase Supplement”), ) with the Borrower and the Agent whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II 2.01 shall be deemed to be amended to so increase the Commitment of such ~~Bank~~Lender. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.05, (i) in no event shall any Commitment Increase or transaction effected pursuant to this ~~subsection 2.20~~ Section 2.05 cause the aggregate Commitments hereunder to exceed $~~3,400,000,000,~~ 5,000,000,000 and (ii) ~~the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its~~ no existing ~~Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank~~ Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (ge) ~~The Borrowers~~Upon the effectiveness of a Commitment Increase, at ~~their own expense~~the end of the then current Interest Period for each group of Advances as may then be outstanding, the Agent shall ~~execute~~ allocate among the Lenders (in such multiples as the Agent may deem appropriate) such amount of Advances and ~~deliver~~ as may be then outstanding as are necessary so that, after giving effect to such allocations and any Borrowings on such date of all or any portion of the ~~Administrative Agent in exchange for~~ relevant increase of the ~~surrendered Notes~~ Commitment, the principal balance of ~~any Bank, if any, new Notes~~ all outstanding Advances owing to ~~the order of~~ a Lender is equivalent to each such ~~Bank, if requested, in an amount equal to the Commitment of such Bank~~ Lender’s Applicable Percentage (after giving effect to any nonratable increase in the Commitment resulting from the exercise of an increase pursuant to this Section 2.05) of the then Revolving Credit Exposure. If the Commitments are increased in accordance with this Section 2.05, the Agent and the Borrower shall determine the effective date and final allocation of such ~~Bank’s Commitment~~increase and shall notify the Lenders thereof. No further amendment or other document (other than the Commitment Increase Supplements referred to above) shall be required for such increase to be effective.

Appears in 1 contract

Sources: Revolving Credit Agreement (Oracle Corp)

Commitment Increases. (a) At Mondelēz International may from time to time (but not more than three times in any ~~time after the Closing Date~~calendar year), ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by Mondelēz International and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ extension of Commitments or increase ~~(such notice,~~ in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $25,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the ~~increased Commitments; provided, however,~~ Commitment Increases shall not exceed $1,000,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the ~~Borrowers may, with the consent~~ approval of the Administrative Agent (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be ~~unreasonably withheld or delayed), offer~~ subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and ~~that elects to become a party to this Agreement~~ Mondelēz International and ~~provide a Commitment,~~ each Augmenting Lender shall execute ~~a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon~~ all such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably ~~request~~ specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect ~~thereto~~of such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank~~ Upon each Commitment Increase pursuant to ~~subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)~~this Section 2.18, ~~additional Committed Rate Loans made~~ if, on ~~or after~~ the date of such Commitment Increase, there are any Advances outstanding, such Advances shall on or prior to the effectiveness ~~thereof~~ of such Commitment Increase be prepaid from the proceeds of new Advances made hereunder (~~the “Re-Allocation Date”)~~ reflecting such Commitment Increase), which prepayment shall be ~~made~~ accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata ~~provisions of subsection 2.12(b~~borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) ~~based~~ Commitment Increases shall become effective on the ~~Commitment Percentages~~ date specified in ~~effect on and after such Re-Allocation Date (except~~ the notice delivered by Mondelēz International pursuant to the ~~extent that any~~ first sentence of paragraph (a) above or on such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Mondelēz International, the Administrative Agent ~~shall deliver such amended Schedule II~~ and ~~a notice to each Bank of~~ the ~~adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date~~applicable Augmenting Lenders. (iid) In Notwithstanding the ~~event that~~ foregoing, no Commitment Increase shall become effective under this Section 2.18 unless, on ~~any~~ the date of such ~~Re-Allocation Date there is an unpaid principal amount of ABR Loans~~Commitment Increase, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be ~~adjusted to reflect~~ satisfied as of such date (as though the ~~new~~ effectiveness of such Commitment ~~Percentages. (iii~~Increase were a Borrowing) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange for the surrendered Notes~~ shall have received a certificate of ~~any Bank, if any, new Notes~~ Mondelēz International to ~~the order of~~ that effect dated such ~~Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~date.

Appears in 1 contract

Sources: Revolving Credit Agreement (Mondelez International, Inc.)

Commitment Increases. (ai) At Not more than once in any ~~time after~~ six-month period, the ~~Closing Date,~~ Borrower may propose to increase the aggregate amount of the Commitments in increments of $25,000,000 (a "Proposed Aggregate Commitment Increase") in the manner set forth below; provided ~~that~~ that: Credit Agreement (1) no Default or Event of Default shall have occurred and be ~~continuing~~continuing either as of the Increase Notice Date (as hereinafter defined) or as of the related Increase Date (as hereinafter defined); (2) after giving effect to any such increase, the ~~Borrowers~~ aggregate amount of the Commitments shall not exceed $350,000,000; and (3) on the Increase Date and after giving effect to any such increase, the Debt Rating shall be better than or equal to Baa3 by ▇▇▇▇▇'▇ and better than or equal to BBB by Standard & Poor's. (ii) The Borrower may request an increase in the aggregate amount of the ~~aggregate~~ Commitments by ~~notice~~ delivering to the Administrative Agent ~~in writing~~ a notice (an "Increase Notice", the date of delivery thereof to the ~~amount~~ Administrative Agent being the "Increase Notice Date") specifying (1) the Proposed Aggregate Commitment Increase, (2) the proposed date (the ~~“Offered~~ "Increase ~~Amount”~~Date") ~~of such proposed increase~~ on which the Commitments would be so increased (~~such notice, a “Commitment~~ which Increase ~~Notice”). Any such Commitment~~ Date may not be fewer than 30 nor more than 60 days after the Increase Notice ~~must~~ Date) and (3) the New Lenders if any, to whom the Borrower desires to offer ~~each Bank~~ the opportunity to ~~subscribe for its pro rata share~~ commit to all or a portion of the ~~increased Commitments; provided, however~~Proposed Aggregate Commitment Increase. The Administrative Agent shall in turn promptly notify each Lender of the Borrower's request by sending each Lender a copy of such notice. (iii) Not later than the date five days after the Increase Notice Date, the ~~Borrowers may~~Administrative Agent shall notify each New Lender, ~~with~~ if any, identified in the ~~consent~~ related Increase Notice of the opportunity to commit to all or any portion of the Proposed Aggregate Commitment Increase. Each such New Lender may irrevocably commit to all or a portion of the Proposed Aggregate Commitment Increase (such New Lender's "Proposed New Commitment") by notifying the Administrative Agent (which ~~consent~~ shall ~~not be unreasonably withheld or delayed), without offering~~ give prompt notice thereof to ~~each Bank~~ the ~~opportunity to subscribe for its pro rata share of~~ Borrower) before 11:00 A.M. (New York time) on the ~~increased Commitments, offer to any existing Bank or any bank or other financial institution~~ date that is ~~not an existing Bank~~ 10 days after the ~~opportunity to provide a new~~ Increase Notice Date; provided that: (1) the Proposed New Commitment ~~pursuant to paragraph (b) below if the aggregate amount~~ of ~~all Commitments made hereunder pursuant to this proviso~~ each New Lender which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not ~~subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time~~ a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Lender shall be in an amount not less than $~~10,000,000~~20,000,000; and (2) each New Lender that submits a Proposed New Commitment shall enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such New Lender shall undertake a Commitment (and, if any such New Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date), and shall pay to the Administrative Agent a processing and recordation fee of $3,000. (civ) ~~Any Bank that accepts an offer to it by~~ If the ~~Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with~~ aggregate Proposed New Commitments of all of the ~~Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”)~~ New Lenders shall be ~~bound by and entitled to~~ less than the ~~benefits of this Agreement with respect to~~ Proposed Aggregate Commitment Increase, then (unless the ~~full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d~~Borrower otherwise requests) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by~~ the Administrative Agent shall, on or prior to the date that is 15 days after the Increase Notice Date, notify each Lender of the opportunity to so commit to all or any portion of the Proposed Aggregate Commitment Increase not Credit Agreement committed to by New Lenders pursuant to Section 2.05(b)(iii). Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to commit to all or a portion of such ~~corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as~~ remainder (such Lender's "Proposed Increased Commitment") by notifying the Administrative Agent (which shall ~~reasonably request with respect thereto.~~ give prompt notice thereof to the Borrower) not later than 11:00 A.M. (iNew York time) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on ~~or after~~ the date of five days before the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Increase Date. (iiv) In If the ~~event that on any such Re-Allocation Date there is an unpaid principal~~ aggregate amount of ~~ABR Loans~~Proposed New Commitments and Proposed Increased Commitments (such aggregate amount, the ~~applicable~~ "Total Committed Increase") equals or exceeds $25,000,000, then, subject to the terms and conditions set forth in Section 2.05(b)(i): (1) effective on and as of the Increase Date, the aggregate amount of the Commitments shall be increased by the Total Committed Increase and shall be allocated among the New Lenders and the Lenders as provided in Section 2.05(b)(vi); and (2) on the Increase Date, if any A Advances are then outstanding, the Borrower shall ~~make prepayments thereof and one~~ borrow A Advances from all or ~~both Borrowers shall make borrowings~~ certain of ~~ABR Loans~~ the Lenders and/or ~~Eurocurrency Loans, as~~ (subject to compliance by the ~~applicable~~ Borrower ~~shall determine, so~~ with Section 8.04(c)) prepay A Advances of all or certain of the Lenders such that, after giving effect thereto, the ~~ABR Loans~~ A Advances (including, without limitation, the Types and ~~Eurocurrency Loans outstanding are~~ Interest Periods thereof) shall be held ~~as nearly as may be~~ by the Lenders (including for such purposes New Lenders) ratably in accordance with their respective Commitments; and (3) if the ~~pro rata provisions~~ total Committed Increase is less than $25,000,000, then the aggregate amount of ~~subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit~~ the Commitments shall not be ~~adjusted~~ changed pursuant to ~~reflect~~ the ~~new Commitment Percentages~~Increase Notice. (~~iii~~vi) ~~In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ The Total Committed Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), be allocated among New Lenders having Proposed New Commitments and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held Lenders having Proposed Increased Commitments as ~~nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages.~~follows: (f1) ~~Notwithstanding anything~~ If the Total Committed Increase shall be at least $25,000,000 and less than or equal to the ~~contrary in this subsection 2.20~~Proposed Aggregate Commitment Increase, then (ix) ~~in no event~~ the initial Commitment of each New Lender shall ~~any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000,~~ be such New Lender's Proposed New Commitment and (iiy) the Commitment of ~~an individual Bank~~ each Lender shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of be increased by such ~~Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.~~Lender's

Appears in 1 contract

Sources: Credit Agreement (Sci Systems Inc)

Commitment Increases. (a) At Subject to Section 4.03, the Borrower and any one or more Lenders (including New Lenders) may, from time to time after the Closing Date, ~~provided that no Event~~ without the consent of ~~Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount~~ any other Lender (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, but with the consent of the Administrative Agent (~~which consent shall not be unreasonably withheld or delayed), without offering to each Bank~~ solely in the ~~opportunity to subscribe for its pro rata share~~ case of ~~the increased Commitments, offer to~~ any ~~existing Bank or any bank or other financial institution~~ Increasing Lender that is not then a Lender or an ~~existing~~ Affiliate thereof), each Issuing Bank and the ~~opportunity~~ Swingline Lender, in each case, such consent not to be unreasonably withheld, delayed or conditioned) agree that such Lenders (including New Lenders) shall provide additional Commitments or increase the amount of their Commitments (each, a ~~new~~ “Commitment ~~pursuant~~ Increase”, and such Lenders and New Lenders being collectively referred to ~~paragraph~~ as the “Increasing Lenders”) by executing and delivering to the Administrative Agent an Incremental Commitment Activation Notice specifying (bi) ~~below if~~ the amount of such Commitment Increase and (ii) the proposed applicable Incremental Commitment Effective Date. Notwithstanding the foregoing, (A) the aggregate amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new~~ Commitment ~~becomes effective does~~ Increases obtained after the Closing Date shall not exceed $~~500,000,000 subject to subsection 2.20(f). If any portion~~ 1,000,000,000 and (B) each Commitment Increase shall be in an integral multiple of ~~the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is~~ $5,000,000 and not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) belowless than $25,000,000. No ~~Bank has an~~ Lender shall have any obligation to ~~increase its~~ participate in any Commitment ~~pursuant~~ Increase unless it agrees to ~~this Section 2.20 except~~ do so in its sole discretion~~. (b)~~ . Any ~~additional bank or~~ bank, financial institution or other entity that is an Eligible Assignee (and that has provided to the ~~Borrowers select~~ Administrative Agent an Administrative Questionnaire and any applicable tax forms required under Section 2.16(f) with respect to ~~offer the opportunity to provide any portion of the increased Commitments, and~~ such entity) that elects to become a ~~party to~~ “Lender” under this Agreement ~~and provide a Commitment,~~ in connection with any Commitment Increase shall execute a New ~~Bank~~ Lender Supplement ~~with the Borrowers and the Administrative Agent~~(each, a “New Lender Supplement”), substantially in the form of Exhibit N F-2, whereupon such bank, financial institution or other entity (a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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. (i) The commitments under each Commitment Increase shall be deemed for all purposes part of the Commitments, (ii) each Lender (including any New Lender) participating in such Commitment Increase shall become a Lender with respect to the Commitments and ~~Schedule II~~ all matters relating thereto and (iii) the commitments under each Commitment Increase shall have the same terms as the Commitments. On the Incremental Commitment Effective Date for any Commitment Increase, (A) the aggregate principal amount of the Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Incremental Commitment Effective Date shall be deemed to be ~~amended~~ repaid, (B) each Increasing Lender that shall have had a Commitment prior to ~~add the name and Commitment of such New Bank, provided that~~ the Commitment ~~of any such New Bank~~ Increase shall ~~be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer~~ pay to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent ~~of such corporate resolutions of the Borrowers and legal opinions of counsel~~ in same day funds an amount equal to the ~~Borrowers~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing (as defined below) and (2) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (y) the amount of each Initial Borrowing, (C) each Increasing Lender that shall not have had a Commitment prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (D) after the Administrative Agent ~~shall reasonably request with respect thereto.~~ receives the funds specified in clauses (~~i) Except as otherwise provided in subparagraphs (ii~~B) and (~~iii~~C) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateabove, the Administrative Agent shall ~~deliver such amended Schedule II and a notice~~ pay to each ~~Bank~~ Lender the portion of such funds that is equal to the ~~adjusted~~ difference between (1) the product of (x) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment ~~Percentages~~ Increase) multiplied by (y) the amount of each Initial Borrowing and (2) the product of (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (y) the amount of each Subsequent Borrowing, (E) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have obtained new Borrowings (the “Subsequent Borrowings”) in amounts equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (F) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (G) the Borrower shall pay each Lender any ~~increase in~~ and all accrued but unpaid interest on its Loans comprising the ~~aggregate Commitments~~ Initial Borrowings. The deemed payments of the Initial Borrowings made pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clause (iiA) In above shall be subject to compensation by the ~~event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans,~~ Borrower pursuant to the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of ~~subsection 2.12(b) based on such new~~ Section 2.15 if the Incremental Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Effective Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and occurs other than on the last day of the ~~respective~~ Interest ~~Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect~~ Period relating thereto~~, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Revolving Credit Agreement (Marathon Petroleum Corp)

Commitment Increases. (a) At In the event that the Borrowers wish to increase the total Commitment at any time ~~after the Closing Date, provided that~~ and from time to time when no Default or Event of Default ~~shall have~~ has occurred and be is continuing, the ~~Borrowers may request an increase of the aggregate Commitments by notice to~~ Company shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (each such notice, a “Commitment Increase Notice”). ~~Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers~~ The Company may, ~~with the consent of the Administrative Agent~~ at its election, from time to time (~~which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments,~~ i) offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more ~~additional banks or financial institutions~~ of the Lenders the opportunity to provide all or a portion of ~~such unsubscribed~~ the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the ~~increased Commitments~~ Offered Increase Amount pursuant to paragraph (b) below. ~~No Bank has an obligation~~ Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Company desires to ~~increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Company selects to offer ~~the opportunity to provide any portion of~~ participation in the increased ~~Commitments,~~ Commitments and ~~that~~ which elects to become a ~~party to~~ Lender under this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New ~~Bank~~ Lender Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N J hereto, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Lender”) shall become a ~~Bank~~ 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Company to increase its Commitment pursuant to ~~this~~ subsection ~~2.20~~ 2.10(a)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~K hereto, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Lender pursuant to subsection ~~2.20(b~~2.10(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to subsection ~~2.20(c~~2.10(c), additional Committed Rate Loans made on or after the ~~date of the~~ effectiveness thereof (the “Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the Commitment Percentages in effect on and after such Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based onupon, their respective ~~Commitments~~Commitments otherwise available for Loans)~~. On each~~ , and continuations of Eurocurrency Loans outstanding on such Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurocurrency Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurocurrency Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Commitment Percentages. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, ~~the applicable~~ each Borrower shall make prepayments ~~thereof and one or both Borrowers shall make borrowings~~ of any such ABR Loans ~~and/or Eurocurrency Loans, as the applicable~~ borrowed by such Borrower ~~shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new Commitment Percentages. In ~~addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In~~ the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable Borrower elects~~ Borrowers elect to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurocurrency Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this subsection ~~2.20~~2.10, (i) in no event shall any transaction effected pursuant to this subsection ~~2.20~~ 2.10 cause the aggregate amount of the total Commitments to exceed $~~3,400,000,000,~~ 550,000,000 and (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no ~~Bank~~ Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (gf) ~~The Borrowers, at their own expense, shall execute and deliver to~~ To the extent reasonably requested by the Administrative ~~Agent in exchange for the surrendered Notes of any Bank~~Agent, ~~if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect~~ it shall be a condition precedent to any increase in the Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of the Lenders, (i) legal opinions of counsel to the Borrowers covering such ~~Bank’s Commitment~~matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) certified copies of resolutions of the Borrowers authorizing the Offered Increase Amount. (g) The Administrative Agent will notify all Lenders of each increase in Commitments pursuant to this subsection.

Appears in 1 contract

Sources: Credit Agreement (Harman International Industries Inc /De/)

Commitment Increases. ~~(a) At any time after the Closing Date, provided that~~ So long as no Default or Event of Default exists or would arise therefrom, the Administrative Borrower shall have ~~occurred~~ the right at any time, and ~~be continuing~~from time to time, ~~the Borrowers may~~ to request an increase of the ~~aggregate~~ Commitments ~~by notice~~ to an amount not to exceed $700,000,000. Any such requested increase shall be first made to all existing Lenders on a pro rata basis. To the extent that one or more of the Existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Administrative ~~Agent~~ Borrower, the Administrative Borrower may seek, and, if requested by the Administrative Borrower, the Agent, in ~~writing~~ consultation with the Administrative Borrower, will use its reasonable efforts to arrange for, other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the ~~amount~~ increase in the Commitments requested by the Administrative Borrower and not accepted by the existing Lenders (~~the “Offered Increase Amount”) of~~ each such ~~proposed~~ increase ~~(such notice~~by either means, a “Commitment ~~Increase Notice~~Increase,” and each Person issuing, or Lender increasing, such Commitment, an “Additional Commitment Lender”)~~. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments;~~ , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the ~~Borrowers may~~Administrative Borrower, ~~with~~ and (ii) any Additional Commitment Lender which is not an Existing Lender shall be subject to the ~~consent~~ approval of the Agent and the Administrative ~~Agent~~ Borrower (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(fwithheld). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Each Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank Increase shall be in ~~an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute~~ a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full minimum amount of ~~its Commitment as so increased,~~ $50,000,000 and ~~Schedule II shall be deemed to be amended to so increase the Commitment~~ in increments of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto$25,000,000 in excess thereof. (i) ~~Except~~ No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied: (A) The Borrowers, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as ~~otherwise provided~~ the Agent shall reasonably require; (B) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Borrowers and such Additional Commitment Lenders shall agree; (C) The Borrowers shall have paid such arrangement fees to the Agent as the Borrower and the Agent may agree; (D) The Borrowers shall deliver to the Agent and the Lenders an opinion or opinions, in ~~subparagraphs~~ form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such date; (E) If requested by any applicable Additional Commitment Lender or the Agent, a Revolving Loan Note will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, in conformity with the requirements hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (F) The Borrowers and the Additional Commitment Lender(s) shall have delivered such other instruments, documents and agreements as the Agent may reasonably have requested. (ii) The Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (A) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (B) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Pro Rata Shares of the Lenders, and (C) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (iii) of In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this ~~paragraph~~ Agreement (eincluding Section 3.6), ~~if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b~~(A) ~~or any Bank’s~~ the Borrowers shall, in coordination with the Agent, (x) repay outstanding Revolving Loans of certain Lenders, and obtain Revolving Loans from certain other Lenders (including the Additional Commitment ~~is increased pursuant to subsection 2.20(c~~Lenders), ~~additional Committed Rate Loans made on~~ or ~~after~~ (y) take such other actions as reasonably may be required by the ~~date of the effectiveness thereof (the “Re-Allocation Date”) shall be made~~ Agent, in ~~accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ each case to the extent necessary so that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank all of the ~~adjusted Commitment Percentages~~ Lenders effectively participate in each of the outstanding Revolving Loans on the basis of their Pro Rata Shares (determined after giving effect to any increase in the ~~aggregate~~ Commitments ~~made~~ pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this AgreementSection 1.1(c)), and on (B) the ~~last day~~ Borrowers shall pay to the Lenders any costs of the ~~respective Interest Periods~~ type referred to in Section 4.4 in connection with any repayment and/or Revolving Loans required pursuant to the ~~applicable Borrower shall make prepayments thereof and one or both~~ preceding clause (A). Without limiting the obligations of the Borrowers ~~shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto~~provided for in this Section 1.1(c)(iii), the ~~ABR Loans~~ Agent and ~~Eurocurrency Loans outstanding are held as nearly as may be~~ the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in ~~accordance~~ Section 4.4 which the Borrowers would otherwise incur in connection with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment implementation of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in ~~such Bank’s Commitment~~the Commitments.

Appears in 1 contract

Sources: Credit Agreement (Saks Inc)

Commitment Increases. ~~(a) At any time after the Closing Date, provided that~~ So long as no Default or Event of Default ~~shall have~~ has occurred and be is continuing, ~~the~~ Borrowers may request ~~an increase of~~ that the Commitment be increased by up to $30,000,000 in the aggregate ~~Commitments by notice to the Administrative Agent in writing of the amount~~ (~~the “Offered Increase Amount”) of~~ any such ~~proposed~~ increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section ~~2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select~~ 2.2.1 is referred to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (herein as a “~~New Bank Supplement~~Commitment Increase”), ~~whereupon such bank or financial institution~~ provided, that (~~a “New Bank”~~i) Lender shall ~~become a Bank for all purposes and~~ not be obligated to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute provide a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it ~~agrees~~ elects to do so in its discretion and subject to such conditions (including for the payment of commitment fees) as Lender may require, (ii) concurrently with any such Commitment Increase, the sum of the Commitment shall be increased by a like amount, and (iii) Lender shall, without limiting the foregoing clause (i), not have any commitment to provide a Commitment Increase unless Lender obtains internal credit approval therefor (which approval may be given or withheld by ▇▇▇▇▇▇ in ▇▇▇▇▇▇’s sole discretion. ). In no event shall a Commitment Increase (gA) ~~The Borrowers~~increase the Commitment by less than $10,000,000 or an amount not an integral multiple thereof, (B) increase the Commitment by an aggregate amount greater than $30,000,000 (and no more than three total Commitment Increases may be implemented at ~~their own expense~~any time on or after the Closing Date), or (C) cause the Commitments to exceed 90% of any applicable cap under any Subordinated Debt agreement. If any requested Commitment Increase is agreed to in accordance with this Section 2.1.5, Lender and Borrowers shall ~~execute and~~ determine the effective date of such increase (the “Commitment Increase Effective Date”). As a condition precedent to the effectiveness of such increase, the Borrowers shall deliver to ~~the Administrative Agent in exchange for the surrendered Notes~~ Lender a certificate dated as of ~~any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to~~ the Commitment ~~of such Bank~~ Increase Effective Date signed by Borrowers in form and substance satisfactory to Lender and which shall include, among other things, a certification that, before and after giving effect to such increase, the representations and warranties contained in the Loan Documents are true and correct in all material respects as of the Commitment Increase Effective Date, that no Default or Event of Default has occurred and is continuing, and that the Commitment Increase is duly authorized by applicable organizational actions of each Obligor. As of any ~~increase~~ Commitment Increase Effective Date, each reference to the Commitment herein and in ~~such Bank’s Commitment~~any of the Loan Documents shall be deemed amended to mean the amount of the Commitment as so increased.

Appears in 1 contract

Sources: Loan and Security Agreement (HOOKER FURNISHINGS Corp)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that~~ So long as no Event of Default ~~shall have~~ has occurred and be is continuing, the ~~Borrowers~~ Borrower may request ~~an increase~~ from time to time after the Effective Date, that the aggregate amount of the ~~aggregate~~ Lenders’ Commitments ~~by notice to the Administrative Agent in writing of the amount~~ be increased (~~the “Offered Increase Amount”) of such proposed increase (such notice,~~ each a “Commitment ~~Increase Notice~~Increase”~~). Any such~~ ) by delivering a Notice of Commitment ~~Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Increase; provided, however, ~~the Borrowers may, with the consent~~ that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of ~~the Administrative Agent~~ Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Revolving Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~Termination Date; (biii) ~~Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase ~~Supplement with~~ (the ~~Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a~~ “Commitment Increase ~~Supplement”), whereupon such Bank (an “Increasing Bank~~Effective Date”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon~~ Business Days after receipt by the Administrative Agent of such ~~corporate resolutions~~ Notice of Commitment Increase; (iv) the ~~Borrowers and legal opinions~~ amount of ~~counsel to the Borrowers~~ any Commitment Increase must be at least $10,000,000 or such lesser amount as the Administrative Agent ~~shall reasonably request with respect thereto.~~may agree to in its sole discretion; and (iv) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any ~~increase~~ requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $1,500,000,000. (b) On each Commitment Increase Effective Date, so long as no Event of Default has occurred and is continuing, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the ~~aggregate Commitments made~~ Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to ~~this subsection 2.20~~ an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on ~~such Re-Allocation~~ or before the Commitment Increase Effective Date.; (ii) In the ~~event that on any~~ Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.~~Increase; (iii) In each CI Lender identified on the ~~event that on any~~ Notice of Commitment Increase for such ~~Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement~~), and on~~ ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Revolving Loans outstanding ~~are held~~ as ~~nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ such ~~new Commitment Percentages.~~date: (fA) ~~Notwithstanding anything to the contrary in this subsection 2.20~~each CI Lender shall, ~~(i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~by wire transfer of immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange~~ such CI Lender’s New Funds Amount for the ~~surrendered Notes of any Bank~~applicable Commitment Increase Effective Date, ~~if any~~which amount, ~~new Notes~~ for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the ~~order~~ Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such ~~Bank, if requested, in an amount equal to~~ Reducing Percentage Lender; and (v) To the ~~Commitment~~ extent there is any Letter of Credit outstanding as of such ~~Bank~~ Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the existing participations in such Letter of Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to ~~any increase in such Bank’s Commitment~~the Commitment Increases of all Lenders).

Appears in 1 contract

Sources: Revolving Credit Agreement (Western Gas Partners LP)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that~~ So long as no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing or would exist after giving effect to any Commitment Increase, the ~~Borrowers~~ Borrower may request ~~an increase~~ from time to time, that the aggregate amount of the Lenders’ Commitments (including Commitments of any new Lenders) be increased in an aggregate ~~Commitments~~ amount for all such requests not to exceed $200,000,000 (each a “Commitment Increase”) by ~~notice~~ delivering a Notice of Commitment Increase to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased CommitmentsAgent; provided, however, that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) whether or not to participate in any Commitment Increase and, if so, by what amount will be at the ~~Borrowers may, with~~ sole discretion of each Lender; (iii) any Notice of Commitment Increase must be given no later than three Business Days prior to the ~~consent~~ Revolving Commitment Termination Date; (iv) the effective date of any Commitment Increase (the “Commitment Increase Effective Date”) shall be no earlier than five Business Days (or such shorter period as may be permitted by the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b~~) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon after receipt by the Administrative Agent of such ~~corporate resolutions~~ Notice of Commitment Increase and any Lender not responding within such time period shall be deemed to have declined to participate in the Commitment Increase; (v) the amount of any Commitment Increase must be at least $5,000,000; (vi) any such Commitment Increase shall be secured pari passu with the Obligations; (vii) the terms and conditions of any Commitment Increase must be the same as for the Obligations except that upfront fees may be paid by the Borrower to CI Lenders; and (viii) after giving effect to any requested Commitment Increase, the aggregate amount of the ~~Borrowers~~ Commitments shall not exceed $900,000,000. (b) As conditions precedent to a Commitment Increase, the terms and ~~legal opinions of counsel~~ documentation in respect thereof shall be reasonably satisfactory to ~~the Borrowers as~~ the Administrative Agent and the Borrower shall ~~reasonably request with respect thereto.~~ deliver to the Administrative Agent a certificate of each Loan Party dated as of the Commitment Increase Effective Date signed by a Responsible Officer of such Loan Party (i) ~~Except as otherwise provided in subparagraphs~~ certifying and attaching the resolutions adopted by such Loan Party approving, authorizing or consenting to such increase, and (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after in the ~~date~~ case of the ~~effectiveness thereof~~ Borrower, certifying that, before and after giving effect to such increase, (~~the “Re-Allocation Date”~~A) ~~shall be made in accordance with the pro rata provisions~~ no Default or Event of ~~subsection 2.12(b) based on~~ Default exists or would exist immediately after giving effect to the Commitment ~~Percentages~~ Increase, (B) the representations and warranties contained in ~~effect~~ Article V and the other Loan Documents are true and correct in all material respects on and ~~after such Re-Allocation Date (~~as of the Commitment Increase Effective Date, except to the extent that ~~any~~ such ~~pro rata borrowings would result in any Bank making~~ representations and warranties specifically refer to an ~~aggregate principal amount of Committed Rate Loans in excess of its Commitment~~earlier date, in which case they are true and correct in all material respects as of such ~~excess amount will~~ earlier date and except that for purposes of this Section 2.09 the representation and warranty contained in subsection (b) of Section 5.06 shall be ~~allocated to~~deemed to refer to the most recent financial statements furnished pursuant to clause (a) of Section 6.01, and ~~made by,~~ (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the ~~relevant New Banks~~ most recent testing date and ~~Increasing Banks~~ on the Commitment Increase Effective Date after giving effect to the ~~extent of~~actual Credit Exposure on the Commitment Increase Effective Date. Additionally, as a condition precedent to any Commitment Increase the Administrative Agent may require an opinion from counsel to each Loan Party and the General Partner, in ~~accordance with~~ form and substance reasonably satisfactory to the ~~pro rata provisions~~ Administrative Agent and its counsel. (c) Subject to satisfaction of ~~subsection 2.12(b~~the foregoing, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) ~~based on, their respective Commitments). On each Re-Allocation Date,~~ the Administrative Agent shall ~~deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase~~ record in the ~~aggregate Commitments made~~ Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to ~~this subsection 2.20~~ an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on ~~such Re-Allocation~~ or before the Commitment Increase Effective Date.; (ii) In the ~~event that on any~~ Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.~~Increase; (iii) In each CI Lender identified on the ~~event that on any~~ Notice of Commitment Increase for such ~~Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement~~), and on~~ ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Revolving Loans outstanding ~~are held~~ as ~~nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ such ~~new Commitment Percentages.~~date: (fA) ~~Notwithstanding anything to the contrary in this subsection 2.20~~each CI Lender shall, ~~(i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~by wire transfer of immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange~~ such CI Lender’s New Funds Amount for the ~~surrendered Notes of any Bank~~applicable Commitment Increase Effective Date, ~~if any~~which amount, ~~new Notes~~ for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the ~~order~~ Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reducing Percentage Lender’s Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such ~~Bank, if requested, in an amount equal to~~ Reducing Percentage Lender. (d) To the ~~Commitment~~ extent there is any Letter of Credit outstanding as of such ~~Bank~~ Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the existing participations in such Letter of Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to ~~any increase in such Bank’s Commitment~~the Commitment Increases of all Lenders).

Appears in 1 contract

Sources: Credit Agreement (Markwest Energy Partners L P)

Commitment Increases. (a) At any time after the Closing Date, -------------------- provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any ~~existing Bank or any~~ bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “"New Bank -------- Supplement”"), whereupon such bank or financial institution (a “"New Bank”") shall ---------- -------- become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an -------- amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment ---------- Increase Supplement”"), whereupon such Bank (an “"Increasing Bank”") shall be bound ------------------- --------------- by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s 's Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “"Re-Allocation Date”") shall be made ------------------ in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver ~~such amended Schedule II and~~ a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~3,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s 's Commitment.

Appears in 1 contract

Sources: Credit Agreement (Deere & Co)

Commitment Increases. (a) At any time ~~after~~ and from time to time, the ~~Closing Date~~Borrowers may request an increase in the aggregate Revolving Credit Commitments, ~~provided~~ PROVIDED, that (i) the Agent shall consent to any such increase, (ii) the aggregate Revolving Credit Commitments hereunder at no time shall exceed $200,000,000, (iii) an increase in the aggregate Revolving Credit Commitments may only be made when no Default or Event of Default shall have occurred and be continuing~~, the Borrowers may request~~ ; and (iv) each existing Lender shall be offered an opportunity to share in any requested increase of the aggregate ~~Commitments by~~ Revolving Credit Commitments. In the event that the Borrowers shall desire to increase the aggregate Revolving Credit Commitments, the Borrowers' Agent shall provide written notice thereof to the ~~Administrative Agent~~ Agent, which notice shall constitute an offer to each existing Lender to share in ~~writing~~ the requested increase and shall specify the amount of the ~~amount~~ requested increase, the requested effective date of such increase (the ~~“Offered Increase Amount”)~~ "INCREASE DATE"), and the time period within which each Lender is requested to respond to such offer. Upon receipt of ~~such proposed increase (~~any such notice, ~~a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer~~ the Agent shall promptly notify the Lenders and each ~~Bank~~ Lender shall notify the ~~opportunity to subscribe for its pro rata share of~~ Agent within the ~~increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall~~ specified period whether or not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation it agrees to increase its ~~Commitment pursuant to this Section 2.20 except in its sole discretion. (b)~~ Revolving Credit Commitment. Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon Lender not responding within such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II time period shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers have declined to increase its ~~Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with~~ Revolving Credit Commitment. The Agent shall notify the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Borrowers' Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each ~~Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice~~ Lender's response to each ~~Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments~~ request made ~~pursuant to this subsection 2.20 on such Re-Allocation Date. (ii)~~ hereunder. In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation Lender agrees to increase its Revolving Credit Commitment, the amount of its Revolving Credit Commitment ~~unless it agrees~~ shall be set at a level agreed to ~~do so in its sole discretion. (g) The~~ by the Borrowers and such Lender, and the Borrowers, ~~at their own expense~~the Agent and each such Lender shall enter into an amendment to this Agreement setting forth the amount of such Lender's Revolving Credit Commitment, as so increased and evidencing such Lender's agreement to increase its Revolving Credit Commitment. No such amendment shall ~~execute and deliver to~~ require the ~~Administrative Agent in exchange for the surrendered Notes~~ approval or consent of any ~~Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the~~ Lender whose Revolving Commitment ~~of such Bank after giving effect to any increase in such Bank’s Commitment~~is not being increased.

Appears in 1 contract

Sources: Credit Agreement (Huttig Building Products Inc)

Commitment Increases. (a) ~~At any~~ Notwithstanding anything to the contrary contained in this Agreement, the Borrower may request from time ~~after~~ to time that the ~~Closing Date,~~ Commitments be increased in accordance with this Section 2.23; provided that ~~no Event~~ the aggregate amount of ~~Default~~ all such increases shall ~~have occurred and be continuing, the Borrowers~~ not exceed $500,000,000. The Borrower may (I) request ~~an increase~~ one or more of the ~~aggregate Commitments by notice~~ Lenders to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Lender or Lenders and shall specify the time period within which such Lender or Lenders are requested to respond (which shall in ~~writing~~ no event be less than ten Business Days from the date of ~~the amount (the “Offered Increase Amount”)~~ delivery of such ~~proposed~~ notice to such Lender or Lenders); provided that the Borrower shall notify the Administrative Agent and each Issuing Lender of any such increase and/or (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, II) with the consent of the Administrative Agent and each Issuing Lender (which ~~consent~~ consents of the Administrative Agent and each Issuing Lender shall not be unreasonably withheld or delayed), ~~without offering to each Bank the opportunity to subscribe~~ arrange for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more ~~additional~~ banks or financial institutions not a party hereto (a “New Lender”) to become parties to and Lenders under this Agreement. In no event may any Lender’s Commitment be increased without the ~~opportunity to provide all or a portion~~ prior written consent of such ~~unsubscribed portion~~ Lender. The failure of any Lender to respond to the Borrower’s request for an increase within the specified time period shall be deemed a rejection by such Lender of the Borrower’s request. The Total Commitment may not be increased ~~Commitments pursuant to paragraph (b) below~~if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. ~~No Bank has an obligation~~ Upon any request by the Borrower to increase ~~its Commitment pursuant~~ the Total Commitment, the Borrower shall be deemed to ~~this Section 2.20 except in its sole discretion~~have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. (b) ~~Any additional bank or financial institution~~ If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Lender hereinafter referred to as an “Increasing Lender”), it shall enter into a written agreement to that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement effect with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N G (a “~~New Bank~~ Commitment Increase Supplement”), ~~whereupon~~ which agreement shall specify, among other things, the amount of the increased Commitment of such ~~bank or financial institution (a “~~Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 2.01 shall, without further action, be deemed to have been amended appropriately to reflect the increased Commitment. Any New ~~Bank”) shall~~ Lender which is willing to become ~~a Bank for all purposes and to the same extent as if originally~~ a party hereto and ~~shall be bound by~~ a Lender hereunder (and ~~entitled~~ which arrangement to ~~the benefits of this Agreement,~~ become a party hereto and ~~Schedule II shall be deemed~~ a Lender hereunder has been consented to ~~be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it~~ by the ~~Borrowers to increase its Commitment~~ Administrative Agent and each Issuing Lender pursuant to ~~this subsection 2.20 shall, in each case, execute~~ Section 2.23(a)) shall enter into a ~~Commitment Increase Supplement~~ written agreement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit O H (a “~~Commitment Increase~~ New Lender Supplement”), ~~whereupon such Bank (an “Increasing Bank”)~~ which agreement shall ~~be bound by and entitled to the benefits of this Agreement with respect to the full amount of~~ specify, among other things, its Commitment hereunder. When such New Lender becomes a Lender hereunder as ~~so increased~~set forth in the New Lender Supplement, ~~and~~ Schedule ~~II shall~~ 2.01 shall, without further action, be deemed to be have been amended as appropriate to ~~so increase~~ reflect the Commitment of such ~~Bank~~New Lender. Upon the execution by the Administrative Agent, the Borrower and such New Lender of such New Lender Supplement, such New Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its New Lender Supplement. (dc) ~~The effectiveness~~ In no event shall an increase in a Lender’s Commitment or the Commitment of ~~any~~ a New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as Lender become effective until the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except~~ have received favorable written opinions of counsel for the Borrower, addressed to the Lenders, covering such matters as ~~otherwise provided in subparagraphs (ii) and (iii)~~ are customary for transactions of this ~~paragraph (e)~~type as may be reasonably requested by the Administrative Agent, if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) which opinions shall be ~~made in accordance with~~ substantially the ~~pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ same, to the extent ~~that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment~~appropriate, ~~in which case such excess amount will be allocated to, and made by,~~ as the ~~relevant New Banks and Increasing Banks~~ opinions rendered by counsel to the ~~extent of, and~~ Borrower on the Closing Date. In no event shall an increase in ~~accordance with~~ a Lender’s Commitment or the ~~pro rata provisions~~ Commitment of ~~subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date,~~ a New Lender which results in the Total Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall ~~deliver~~ have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the borrowings contemplated pursuant to such ~~amended Schedule II~~ increase, certified by the Secretary or an Assistant Secretary of the Borrower. Upon the effectiveness of the increase in a Lender’s Commitment or the Commitment of a New Lender pursuant to the preceding sentence and execution by an Increasing Lender of a ~~notice~~ Commitment Increase Supplement or by a New Lender of a New Lender Supplement, the Borrower shall make such borrowings from such Increasing Lender or New Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Loans owing to each ~~Bank of the adjusted Commitment Percentages~~ Lender (including each such Increasing Lender and New Lender) to be proportional to such Lender’s Revolving Percentage after giving effect to any increase in of the ~~aggregate Commitments made~~ Total Commitment. Any such prepayments of Eurodollar Loans shall be subject to Section 2.17. Any such borrowings, if based on the Eurodollar Rate, shall have amounts allocated to Interest Periods that end on dates that coincide with the end of Interest Periods then applicable to outstanding Eurodollar Loans (notwithstanding the definition of “Interest Period”) so as to cause the amount of Eurodollar Loans to be continued or converted pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and Section 2.13 on the last day of ~~the respective~~ each such Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may Period to be ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b) based on such new Commitment Percentages~~for all Lenders. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Five Year Competitive Advance and Revolving Credit Agreement (Raytheon Co/)

Commitment Increases. (a) At Mondelēz International may from time to time (but not more than three times in any ~~time after the Closing Date~~calendar year), ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by Mondelēz International and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ extension of Commitments or increase ~~(such notice,~~ in the existing Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $25,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of the ~~increased Commitments; provided, however,~~ Commitment Increases shall not exceed $500,000,000. Each Augmenting Lender (if not then a Lender) shall be subject to the ~~Borrowers may, with the consent~~ approval of the Administrative Agent (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be ~~unreasonably withheld or delayed), offer~~ subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and ~~that elects to become a party to this Agreement~~ Mondelēz International and ~~provide a Commitment,~~ each Augmenting Lender shall execute ~~a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon~~ all such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably ~~request~~ specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect ~~thereto~~of such Commitment Increase). The Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank~~ Upon each Commitment Increase pursuant to ~~subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)~~this Section 2.18, ~~additional Committed Rate Loans made~~ if, on ~~or after~~ the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to the effectiveness ~~thereof~~ of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (~~the “Re-Allocation Date”)~~ reflecting such Commitment Increase), which prepayment shall be ~~made~~ accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata ~~provisions of subsection 2.12(b~~borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) ~~based~~ Commitment Increases and new Commitments created pursuant to this Section 2.18 shall become effective on the ~~Commitment Percentages~~ date specified in ~~effect on and after such Re-Allocation Date (except~~ the notice delivered by Mondelēz International pursuant to the ~~extent that any~~ first sentence of paragraph (a) above or on such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ other date as shall be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Dateagreed upon by Mondelēz International, the Administrative Agent ~~shall deliver such amended Schedule II~~ and ~~a notice to each Bank of~~ the ~~adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date~~applicable Augmenting Lenders. (iid) In Notwithstanding the ~~event that~~ foregoing, no Commitment Increase or addition of an Augmenting Lender shall become effective under this Section 2.18 unless on ~~any~~ the date of such ~~Re-Allocation Date there is an unpaid principal amount of ABR Loans~~Commitment Increase, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be ~~adjusted to reflect~~ satisfied as of such date (as though the ~~new~~ effectiveness of such Commitment ~~Percentages. (iii~~Increase were a Borrowing) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange for the surrendered Notes~~ shall have received a certificate of ~~any Bank, if any, new Notes~~ Mondelēz International to ~~the order of~~ that effect dated such ~~Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~date.

Appears in 1 contract

Sources: Revolving Credit Agreement (Mondelez International, Inc.)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the~~ The Borrowers may ~~request an increase of the aggregate Commitments~~ from time to time (and more than one time), by written notice to the ~~Administrative~~ Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders), executed by the Borrowers and one or more financial institutions (any such financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Lender, cause new Commitments to be extended by the Augmenting Lenders or cause the existing Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ increase ~~(such notice,~~ for all Augmenting Lenders on any single occasion being referred to as a “Commitment ~~Increase Notice~~Increase”)~~. Any~~ , in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Commitment Increase ~~Notice must offer each Bank~~ shall be not less than $10,000,000, except to the ~~opportunity~~ extent necessary to ~~subscribe for its pro rata share~~ utilize the remaining unused amount of increase permitted under this Section 2.23(a) and (ii) the Aggregate Commitment shall not exceed $1,200,000,000 after giving effect to the effectiveness of any Commitment Increase. The decision of any Lender to become an Augmenting Lender shall be at the sole discretion of such Lender. Each Augmenting Lender shall be subject to the approval of the ~~increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative~~ Agent and each Issuing Bank (which ~~consent~~ approval shall not be unreasonably withheld or delayed) and shall not be subject to the approval of any other Lenders, and the Company and each Augmenting Lender shall execute all such documentation as the Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Commitment Increase together with the notice of such Commitment Increase being referred to collectively as the “Commitment Increase Amendment” in respect of such Commitment Increase), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph . (b) ~~below if the aggregate amount of all Commitments made hereunder~~ Upon each Commitment Increase pursuant to this ~~proviso which~~ Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Augmenting Lender providing a portion of such Commitment Increase, and each such Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect ~~when~~ to such ~~new~~ Commitment ~~becomes effective does not exceed $500,000,000~~ Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Augmenting Lender) will (subject to ~~subsection 2.20(f). If~~ Section 2.22) equal such Lender’s Pro Rata Share and (ii) if, on the date of such Commitment Increase, there are any ~~portion~~ Revolving Loans outstanding, the parties hereto shall, at the request of the ~~increased Commitments offered~~ Agent, take actions agreed upon by the Agent and the Company that will result, within a period acceptable to the ~~Banks as contemplated~~ Agent and the Company, in the ~~immediately preceding sentence is not subscribed for~~ outstanding Revolving Loans being held by the ~~Banks,~~ Lenders ratably in accordance with their Commitments. In determining the ~~Borrowers may, with the consent of the Administrative Agent as~~ actions to ~~any bank or financial institution that is not at such time a Bank~~ be taken (which ~~consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions~~ may include the ~~opportunity to provide~~ prepayment and reborrowing of all or a portion of such ~~unsubscribed portion~~ Revolving Loans and/or the making of Revolving Loans on a non-pro-rata basis by Augmenting Lenders for the ~~increased Commitments~~ balance of Interest Periods in progress and at rates reflecting the Eurodollar Base Rate at the time for loans of such duration), the Agent and the Lenders will endeavor to minimize breakage costs for which the Borrowers must compensate the Lenders to the extent practicable without undue complexity or administrative burdens on the Agent or the Lenders. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to ~~paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000immediately preceding sentence. (c) ~~Any Bank that accepts an offer to it by the Borrowers to increase its~~ Commitment Increases and new Commitments created pursuant to this ~~subsection 2.20 shall~~Section 2.23 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Company, ~~in each case, execute a Commitment Increase Supplement with~~ the ~~Borrowers~~ Agent and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bankapplicable Augmenting Lenders. (d) ~~The effectiveness~~ Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any ~~New Bank Supplement~~ Lender) or ~~Commitment Increase Supplement~~ addition of an Augmenting Lender shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. become effective under this Section unless (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on ~~or after~~ the date of such increase, the ~~effectiveness thereof~~ conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to the date of such Commitment Increase and (B) all references to the “~~Re-Allocation~~ Restatement Effective Date”” in Sections 5.5, 5.7 and 5.12(ii) shall be ~~made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except~~ deemed to refer to the ~~extent~~ date of such Commitment Increase) shall be satisfied as of such date (as though the effectiveness of such increase were a Credit Extension) and the Agent shall have received a certificate to that ~~any~~ effect dated such ~~pro rata borrowings would result in any Bank making~~ date and executed by an ~~aggregate principal amount~~ Authorized Officer of ~~Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to~~the Company, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the ~~Commitment~~ actions referred to in paragraph (b)(ii) of ~~an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to~~ this ~~subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank~~ Section 2.23 shall have ~~any obligation to increase its Commitment unless it agrees to do so in its sole discretion.~~ been agreed upon by the Agent and the Company (~~g) The Borrowers~~provided, ~~at their own expense~~however, ~~shall execute~~ that the prepayment and ~~deliver to~~ reborrowing on the ~~Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order~~ date of such ~~Bank, if requested,~~ Commitment Increase of all Revolving Loans then outstanding shall be deemed to satisfy the condition specified in ~~an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment~~this clause (ii)).

Appears in 1 contract

Sources: Credit Agreement (Union Electric Co)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Commitments at any time ~~after~~ during the ~~Closing Date, provided that~~ Increase Option Period when no Default or Event of Default ~~shall have~~ has occurred and be is continuing, subject to the ~~Borrowers may request an increase~~ approval of the ~~aggregate Commitments by notice to~~ Administrative Agent, it shall notify the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”)") in a minimum amount equal to at least $10,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower may, at its election, (i) offer ~~each Bank~~ one or more of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide all or a portion of ~~the increased Commitments; provided, however, the Borrowers may,~~ any Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of each Issuing Lender and the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayedwithheld), offer ~~to any existing Bank or to~~ one or more additional ~~banks or~~ banks, financial institutions or other entities the opportunity to provide all or a portion of such ~~unsubscribed portion of the increased Commitments~~ Offered Increase Amount pursuant to paragraph (b) below. ~~No Bank has an obligation~~ Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to ~~increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~provide such Offered Increase Amount. The Borrower or, if requested by the Borrower, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide~~ participation in any ~~portion of the increased Commitments,~~ Offered Increase Amount and ~~that~~ which elects to become a party to this Agreement and provide a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to clause (ii) of Section 2.20(a) shall execute a New ~~Bank~~ Lender Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~N (a “New Bank Supplement”)~~K-1, whereupon such ~~bank or~~ bank, financial institution or other entity (herein called a “"New ~~Bank”~~Lender") shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank~~provided that, ~~provided that~~ the Commitment of any such New ~~Bank~~ Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ clause (i) of Section 2.20(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower, the Issuing Banks and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~K-2, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ On any Increase Effective Date, (i) each bank, financial institution or other entity that is a New ~~Bank Supplement~~ Lender pursuant to Section 2.20(b) or any Lender which has increased its Commitment ~~Increase Supplement~~ pursuant to Section 2.20(c) shall ~~be contingent upon receipt by~~ make available to the Administrative Agent of such ~~corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers~~ amounts in immediately available funds as the Administrative Agent shall ~~reasonably request with respect thereto. (i) Except~~ determine, for the benefit of the other relevant Lenders, as ~~otherwise provided~~ being required in ~~subparagraphs~~ order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans of all the Lenders to equal its Commitment Percentage of such outstanding Loans and (ii) the Borrower shall be deemed to have repaid and ~~(iii)~~ reborrowed all outstanding Loans as of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of any increase in the ~~effectiveness thereof~~ Commitments (with such reborrowing to consist of the ~~“Re-Allocation Date”) shall be made~~ Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the ~~pro rata provisions~~ requirements of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective CommitmentsSection 2.2). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments The deemed payments made pursuant to ~~this subsection 2.20 on such Re-Allocation Date.~~ clause (ii) In of the ~~event that on any such Re-Allocation Date there is an unpaid principal amount~~ immediately preceding sentence in respect of ~~ABR Loans,~~ each Eurodollar Loan shall be subject to indemnification by the ~~applicable~~ Borrower ~~shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as~~ pursuant to the ~~applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata~~ provisions of ~~subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect~~ Section 2.16 if the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and deemed payment occurs other than on the last day of the ~~respective~~ related Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment PercentagesPeriods. (fe) Notwithstanding anything to the contrary in this ~~subsection~~ Section 2.20, (i) in no event shall any transaction effected pursuant to this ~~subsection~~ Section 2.20 cause the ~~aggregate~~ sum of Total Commitments to exceed $~~3,400,000,000~~200,000,000, (ii) in no event may the Borrower deliver more than two Commitment ~~of an individual Bank shall not~~Increase Notices, ~~as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and~~ (iii) in no ~~Bank~~ event shall there be more than two Increase Effective Dates and (iv) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion~~. (g) The Borrowers~~. Any increase pursuant to this Section 2.20 shall not require the consent of the Lenders, ~~at their own expense, shall execute and deliver to~~ other than the ~~Administrative Agent in exchange for the surrendered Notes of any Bank~~Lenders, if any, ~~new Notes~~ providing Commitments pursuant to Section 2.20(c). (f) The Administrative Agent shall have received on or prior to each Increase Effective Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of this type and such ~~Bank~~other matters as may be reasonably requested by the Administrative Agent, ~~if requested~~(ii) certified copies of resolutions of the Borrower authorizing such Offered Increase Amount and (iii) an acknowledgment and consent from each Guarantor affirming the effectiveness of the Guarantee and Collateral Agreement and any Security Document to which it is a party, ~~in an amount equal to the Commitment of such Bank~~ after giving effect to ~~any increase in such Bank’s Commitment~~the related increase.

Appears in 1 contract

Sources: Credit Agreement (U-Store-It Trust)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in writing of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) in a minimum amount equal to $10,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative Agent and, unless any such other bank, financial institution or other entity would qualify as an Eligible Assignee, the Issuing Lender (which ~~consent~~ consents of the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower, the Issuing Lender and the Administrative Agent, substantially in the form of Exhibit N B, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~C, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event ~~shall any transaction effected pursuant to this subsection 2.20 cause~~ may the ~~aggregate Commitments to exceed $3,400,000,000~~Borrower deliver more than one Commitment Increase Notice each year, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no ~~Bank~~ Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and (iii) in no event shall any transaction effected pursuant to this Section 2.3 cause the Total Commitments to exceed $1,500,000,000; provided that if the Borrower’s Receivables Facility is terminated or expires, no transaction effected pursuant to this Section 2.3 shall cause the Total Commitments to exceed $1,850,000,000. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an~~ to the extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date, (ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the Revolving Credit Offered Increase Amount and (iii) prior to the Release Date and upon the Administrative Agent’s delivery to the Borrower of the existing Senior Bond, a new Senior Bond, with a face amount equal to the ~~Commitment of such Bank after giving effect~~ Total Commitments, as increased pursuant to ~~any increase in such Bank’s Commitment~~this Section 2.3.

Appears in 1 contract

Sources: Credit Agreement (Pacific Gas & Electric Co)

Commitment Increases. (a) At any time ~~after~~ and from time to time, the ~~Closing Date~~Company may, if it so elects, increase the amount of the Commitments (in each case in an aggregate amount of not less than $5,000,000), either by designating one or more financial institutions not theretofore Lenders to become Lenders or by agreeing with one or more of the existing Lenders that such Lenders' Working Capital Commitments shall be increased. Upon execution and delivery by the Company and such Lenders or other financial institutions of an instrument (a "Commitment Acceptance") substantially in the form of Exhibit J hereto, such existing Lenders shall have additional Working Capital Commitments as therein set forth or such other financial institutions shall become Lenders with Working Capital Commitments as therein set forth and with all rights and obligations of Lenders with Working Capital Commitments as therein set forth; provided that no ~~Event~~ such increase shall be effective unless (i) the Administrative Agent shall have consented to the designation of any financial institution not theretofore a Lender (it being understood that no consent or approval from any Lender shall be required), (ii) immediately after such increase, the aggregate Working Capital Commitments shall not exceed $50,000,000, (iii) no Default shall have occurred and be continuing, (iv) in the ~~Borrowers may request an increase~~ case of the ~~aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of~~ first such ~~proposed increase (such notice~~increase, ~~a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer~~ each ~~Bank the~~ Original Lender shall first have been offered an opportunity to ~~subscribe for~~ provide all (or its ~~pro rata~~ ratable share ~~of the increased Commitments; provided~~of) any such increase, ~~however, the Borrowers may,~~ and such offer shall have been declined or deemed declined in accordance with the ~~consent of~~ procedure set forth in the ~~Administrative Agent~~ immediately following sentence and (~~which consent~~ v) the Phase II Effective Date shall ~~not be unreasonably withheld or delayed)~~have occurred. The Company shall, ~~without offering~~ prior to ~~each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to~~ entering into a Commitment Acceptance with any ~~existing Bank or any bank~~ Lender or other financial institution ~~that is not~~ with respect to the initial increase of Working Capital Commitments, provide written notice of any proposed increase to the Administrative Agent, which notice shall constitute an ~~existing Bank the opportunity~~ offer to each Original Lender to provide the requested increase or a ~~new Commitment pursuant to paragraph (b) below if~~ portion thereof and shall specify the ~~aggregate~~ amount of ~~all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of~~ the ~~increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks~~requested increase, the ~~Borrowers may~~requested effective date of such increase (the "Increase Date"), ~~with~~ and the ~~consent~~ time period within which each Original Lender is requested to respond to such offer. Upon receipt of any such notice, the Administrative Agent as shall promptly notify the Original Lender and each such Original Lender shall notify the Administrative Agent within the specified period whether or not it agrees to ~~any bank or financial institution that is~~ a Lender hereunder. Any Original Lender not at responding within such time period shall be deemed to have declined to become a ~~Bank (which consent~~ Lender. The Administrative Agent shall ~~not be unreasonably withheld~~ notify the Company of each Lender's or ~~delayed),~~ other institution's response to each offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionmade hereunder. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes If and to the ~~same~~ extent ~~as if originally a party hereto and shall be bound by and entitled to the benefits~~ any Loans or Letters of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based Credit are outstanding on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Increase Date, the Administrative Agent shall ~~deliver such amended Schedule II and a notice to each Bank of~~ reallocate them ratably among the ~~adjusted Commitment Percentages~~ Lenders after giving effect to ~~any~~ such increase in (and appropriate payments shall be made to and from the ~~aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii~~Lenders) ~~In the event~~ so that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the each Lender's pro rata ~~provisions of subsection 2.12(b)~~ share thereof is based on ~~such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests~~ the increased aggregate Working Capital Commitments then in ~~then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~effect. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Applied Extrusion Technologies Inc /De)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, it shall notify the ~~Borrowers may request an increase of the aggregate Commitments by notice to the Administrative~~ Designated Agent in ~~writing~~ writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $500,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may,~~ Borrower may offer such declined amount to (i) other Lenders with the consent of the ~~Administrative Agent~~ Issuing Lenders (which ~~consent~~ consents of the Issuing Lenders shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed)) and/or (ii) other banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, entities with the consent of the ~~Administrative~~ Designated Agent ~~as to any bank or financial institution that is not at such time a Bank~~ and the Issuing Lenders (which ~~consent~~ consents of the Designated Agent and the Issuing Lenders shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~offer to any existing Bank or to one or more additional banks or~~ financial institutions ~~the opportunity~~ or other entities that will be requested to provide ~~all~~ such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the Borrower, the Designated Agent will notify such Lenders, and/or banks, financial institutions or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower, the Issuing Lenders and the ~~Administrative~~ Designated Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a ~~Commitment Increase Supplement~~ commitment increase supplement with the ~~Borrowers~~ Borrower, the Issuing Lenders and the ~~Administrative~~ Designated Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Designated Agent and the Issuing Lenders consent to such increase (which consents of the Designated Agent and the Issuing Lenders shall not be unreasonably withheld, conditioned or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $4,000,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (f) The Designated Agent shall have received on or prior to the Revolving Credit Re-Allocation Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the Borrower covering such matters as are customary for transactions of this type as may be reasonably requested by the Designated Agent, which opinions shall be substantially the same, to the extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the Revolving Credit Offered Increase Amount. (g) ~~The Borrowers~~In connection with any increase in the Total Commitments pursuant to this Section 2.3, ~~at their own expense,~~ the Borrower shall ~~execute and deliver~~ cause to be issued to the ~~Administrative~~ Designated Agent a new First Mortgage Bond (i) in ~~exchange for~~ the ~~surrendered Notes~~ amount of ~~any Bank, if any, new Notes to~~ the ~~order of such Bank, if requested, in an amount equal to the~~ Total Commitment ~~of such Bank after~~ (giving effect to such increase) (in which case such new First Mortgage Bond shall replace any ~~increase~~ then-outstanding Senior Bonds) or (ii) in the amount of such ~~Bank’s Commitment~~increase, such that the aggregate principal amount of the Senior Bonds will, when taken together, equal the Total Commitment (giving effect to such increase).

Appears in 1 contract

Sources: Credit Agreement (PG&E Corp)

Commitment Increases. (a) At The Parent Borrower may from time to time (but not more than three times in any ~~time after the Closing Date~~calendar year), ~~provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments~~ by written notice to the Administrative Agent ~~in writing~~ (which shall promptly deliver a copy to each of the ~~amount~~ Lenders and each Issuing Bank), executed by the Parent Borrower and one or more financial institutions (any such financial institution referred to in this Section 2.18 being called an “Augmenting Lender”), which may include any Lender at such Lender’s sole discretion, cause new Revolving Commitments or additional Term Loans or one or more tranches of additional term loans (each an “Incremental Term Loan”) to be extended by the Augmenting Lenders or cause the existing Revolving Commitments of the Augmenting Lenders to be increased, as the case may be (the ~~“Offered Increase Amount”)~~ aggregate amount of such ~~proposed~~ extension of Revolving Commitments or increase ~~(such notice,~~ in the existing Revolving Commitments for all Augmenting Lenders on any single occasion being referred to as a “Commitment Increase”; and any Commitment Increase ~~Notice~~or issuance of Incremental Term Loans on any single occasion, each, an “Increase”), in an amount for each Augmenting Lender set forth in such notice; provided that (i) the amount of each Increase shall be not less than US$25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 2.18(a), and (ii) the aggregate amount of all the Increases shall not exceed US$1,000,000,000. ~~Any such Commitment Increase Notice must offer each Bank~~ Each Augmenting Lender (if not then a Lender) shall be subject to the ~~opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent~~ approval of the Administrative Agent and, in the case of a Commitment Increase, each Issuing Bank (which ~~consent~~ approval shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent and shall not be ~~unreasonably withheld or delayed), offer~~ subject to the approval of any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitmentsother Lenders, and ~~that elects to become a party to this Agreement~~ ▇▇▇▇▇ ▇▇▇▇▇, the Parent Borrower and ~~provide a Commitment,~~ each Augmenting Lender shall execute ~~a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon~~ all such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers documentation as the Administrative Agent shall reasonably ~~request~~ specify to evidence the Revolving Commitment or Incremental Term Loans of such Augmenting Lender and/or its status as a Lender hereunder (such documentation in respect of any Increase together with the notice of such Increase being referred to collectively as the “Increase Amendment” in respect ~~thereto~~of such Increase). The Increase Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18. (ib) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank~~ Upon each Commitment Increase pursuant to ~~subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c)~~this Section 2.18, ~~additional Committed Rate Loans made~~ if, on ~~or after~~ the date of such Commitment Increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to the effectiveness ~~thereof~~ of such Commitment Increase be prepaid from the proceeds of new Pro Rata Advances made hereunder (~~the “Re-Allocation Date”)~~ reflecting such Commitment Increase), which prepayment shall be ~~made~~ accompanied by accrued interest on the Pro Rata Advances being prepaid and any costs incurred by any Lender in accordance with Section 9.04(b). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata ~~provisions of subsection 2.12(b~~borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) ~~based~~ Increases and new Revolving Commitments created pursuant to this Section 2.18 shall become effective on the ~~Commitment Percentages~~ date specified in ~~effect on and after such Re-Allocation Date (except~~ the notice delivered by the Parent Borrower pursuant to the ~~extent that any~~ first sentence of paragraph (a) above or on such ~~pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ other date as shall be ~~allocated to, and made by,~~ agreed upon by the ~~relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date~~Parent Borrower, the Administrative Agent ~~shall deliver such amended Schedule II~~ and ~~a notice to each Bank of~~ the ~~adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date~~applicable Augmenting Lenders. (iid) In Notwithstanding the ~~event that~~ foregoing, no Increase or addition of an Augmenting Lender shall become effective under this Section 2.18 unless on ~~any~~ the date of such ~~Re-Allocation Date there is an unpaid principal amount of ABR Loans~~increase, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be conditions set forth in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit Section 3.03 shall be ~~adjusted~~ satisfied as of such date (as though the effectiveness of such Increase were a Borrowing) and the Administrative Agent shall have received a certificate of the Parent Borrower to ~~reflect the new Commitment Percentages~~that effect dated such date. (~~iii~~e) In The Incremental Term Loans (x) shall rank pari passu in right of payment with the ~~event~~ Advances, and (y) shall have identical terms as the Advances; provided that ~~on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency~~ (i) if the Incremental Term Loans constitute additional Term Loans, such ~~Eurocurrency~~ Incremental Term Loans shall ~~remain outstanding with~~ have identical terms as the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement)existing Term Loans, and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) otherwise, (A) the ~~Commitment~~ Incremental Term Loans may mature and amortize differently than the Advances, and the terms and conditions applicable to any tranche of ~~an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15%~~ Incremental Term Loans maturing after the latest Maturity Date in effect at the time of the ~~aggregate Commitments on any Re-Allocation~~ incurrence of such Incremental Term Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect at the time of the incurrence of such Incremental Term Loans and (~~iii~~B) ~~no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion~~the Incremental Term Loans may be priced differently than the Advances. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Kraft Heinz Co)

Commitment Increases. ~~(a) At any time after~~ Notwithstanding anything to the ~~Closing Date, provided that no Event of Default shall have occurred and be continuing~~contrary herein, the ~~Borrowers may request an increase~~ aggregate amount of the ~~aggregate~~ Commitment Increases shall not exceed $10,000,000. The Commitment Increases shall be on the same terms as the Commitments (other than as to upfront, underwriting or similar fees paid by Parent, Borrower and its Subsidiaries in order to obtain such Commitment Increases). Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Commitment Increases. Commitment Increases may be provided by any existing Lender (and each existing Lender will have the right to provide a portion of any Commitment Increase in accordance with its Applicable Percentage (with such right deemed waived if it does not respond affirmatively to the ~~Administrative Agent in writing~~ Borrower within two Business Days of such notice of the ~~amount (the “Offered Increase Amount”~~Commitment Increase) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or ~~delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to~~ by any ~~existing Bank or any~~ other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that is the Issuing Bank and Swingline Lender shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Commitment Increases, if such consent would be required under Section 10.6 for an assignment of Commitments to such Lender or Additional Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing ~~Bank~~ Lender, an increase in such Lender’s Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the ~~opportunity~~ other Loan Documents, executed by Parent, the Borrower, each Lender agreeing to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Commitment, if any, each Additional Lender, if any, and the ~~aggregate amount~~ Administrative Agent. An Incremental Amendment may, without the consent of ~~all Commitments made hereunder pursuant~~ any other Lenders, effect such amendments to this ~~proviso which will~~ Agreement and the other Loan Documents as may be ~~in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated~~ necessary or appropriate, in the ~~immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent~~ reasonable opinion of the Administrative Agent as and the Borrower, to effect the provisions of this Section 2.20 and the use of proceeds of such Commitment Increase. The effectiveness of any ~~bank or financial institution that is not at such time a Bank~~ Incremental Amendment shall be subject to the satisfaction on the date thereof (~~which consent~~ each, an “Incremental Facility Closing Date”) of each of the conditions set forth in the Incremental Amendment. No Lender shall ~~not~~ be ~~unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity~~ obligated to provide ~~all or a portion of such unsubscribed portion of~~ any Commitment Increases, unless it so agrees. Upon each increase in the ~~increased~~ Commitments ~~pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment~~ pursuant to this Section ~~2.20 except in its sole discretion. (b) Any additional bank or financial institution that~~ 2.20, the ~~Borrowers select to offer~~ participations held by the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially Lenders in the ~~form of Exhibit N (a “New Bank Supplement”), whereupon~~ L/C Exposure and Swingline Loans immediately prior to such ~~bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent~~ increase will be reallocated so as ~~if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed~~ to be ~~amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it~~ held by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made Lenders ratably in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective ~~Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment~~ Applicable Percentages after giving effect to such Commitment Increase. If, on the date of a Commitment Increase, there are any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR LoansRevolving Loans outstanding, the ~~applicable~~ Borrower shall ~~make prepayments thereof and one or both Borrowers shall make borrowings of ABR~~ prepay such Revolving Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be~~ in accordance with this Agreement on the ~~pro rata provisions~~ date of ~~subsection 2.12(b) based on~~ effectiveness of such ~~new~~ Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters~~ Increase (but the Borrower may finance such prepayment with a concurrent borrowing of ~~Credit shall be adjusted to reflect~~ Revolving Loans from the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof Lenders in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank Applicable Percentages after giving effect to such Commitment Increase). The Borrower may use the proceeds of each Commitment Increase for any ~~increase~~ purpose not prohibited by this Agreement unless otherwise agreed in connection with such ~~Bank’s Commitment~~Commitment Increase.

Appears in 1 contract

Sources: Credit Agreement (Radiation Therapy Services Holdings, Inc.)

Commitment Increases. (a) At The Company and any one or more Banks (including New Banks) may from time ~~after~~ to time agree that such Banks shall obtain or increase the amount of their Commitments by executing and delivering to the Paying Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date, ; provided that ~~no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount~~ (~~the “Offered Increase Amount”~~i) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of ~~all~~ incremental Commitments ~~made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of~~ obtained after the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment Effective Date pursuant to this Section ~~2.20 except~~ 2.24 shall not exceed $500,000,000, (ii) with respect to any Increased Facility Closing Date, the increases effected on such date pursuant to this Section 2.24 shall be in a minimum amount of $25,000,000 and (iii) no more than four Increased Facility Closing Dates may occur after the Effective Date. No Bank 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 or financial institution ~~that~~ which, with the ~~Borrowers select to offer the opportunity to provide any portion~~ consent of the ~~increased Commitments~~Company, each Issuing Bank (which consent shall not be unreasonably withheld) and ~~that~~ the Paying Agent (which consent shall not be unreasonably withheld), elects to become a ~~party to~~ “Bank” under this Agreement ~~and provide a Commitment,~~ in connection with any increase described in Section 2.24(a) shall execute a New Bank Supplement ~~with the Borrowers and the Administrative Agent~~(each, ~~substantially in the form of Exhibit N (~~a “New Bank Supplement”), substantially in the form of Exhibit H-2, whereupon such bank or financial institution (each, a “New Bank”) shall become a Bank 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~. (c) ~~Any~~ On each Increased Facility Closing Date, each Bank ~~that accepts an offer~~ holding Committed Loans prior to ~~it by the Borrowers to increase its Commitment pursuant~~ giving effect to this ~~subsection 2.20 shall~~Section 2.24(c) (each, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “~~Increasing~~ Existing Bank”) shall be ~~bound by and entitled~~ deemed to have assigned to each 509265-1983-14872-Active.▇▇▇▇▇▇▇▇.12 Bank participating in the ~~benefits of this Agreement with respect to the full amount of its~~ relevant Commitment ~~as so increased~~increase (each, an “Increased Facility Bank”), and ~~Schedule II~~ each such Increased Facility Bank shall be deemed to have purchased from each Existing Bank, at the principal amount thereof (together with accrued interest), such interests in the Committed Loans and participations in Letters of Credit outstanding on such date as shall be ~~amended~~ necessary in order that, after giving effect to so all such assignments and purchases, such Committed Loans and participations in Letters of Credit will be held by all the Banks (including such Increased Facility Banks) ratably in accordance with the percentage which its Commitment represents of the Total Commitment after giving effect to the increase to the ~~Commitment~~ Commitments on such Increased Facility Closing Date. In furtherance of the foregoing, on such ~~Bank~~Increased Facility Closing Date, (i) each Increased Facility Bank agrees to make payments to the Paying Agent for the benefit of the Existing Banks in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been purchased by such Increased Facility Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence and (ii) each Existing Bank agrees to accept payments in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been assigned by such Existing Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence. (d) The effectiveness of any ~~New Bank Supplement or Commitment Increase Supplement~~ increase to the Commitments pursuant to this Section 2.24 shall be ~~contingent upon receipt by~~ subject to the ~~Administrative Agent of such corporate resolutions~~ satisfaction of the ~~Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.~~ following conditions precedent: (i) ~~Except as otherwise provided in subparagraphs~~ no Default or Event of Default shall have occurred and be continuing immediately prior to, and immediately after, giving effect to such increase to the Commitments, (ii) the representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of the date of such increase to the Commitments (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), immediately prior to, and after giving effect to, such increase to the Commitments, as though made on and as of such date, (iii) ~~of this paragraph (e), if any bank or financial institution becomes~~ on a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages forma basis after giving effect to (x) such increase to the Commitments (assuming such incremental Commitments are fully drawn) and (y) any ~~increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount~~ permanent repayment of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, Debt after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the ~~respective~~ most recently ended fiscal quarter for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 (assuming, for such purpose, that (A) such increase to the Commitments (and the full drawing thereof) and any such permanent repayment of Debt occurred on the first day of the four fiscal quarter period for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 and (B) such incremental Commitments had been borrowed as Eurodollar Loans with successive one-month Interest Periods during the ~~applicable Borrower shall make prepayments thereof and one~~ four fiscal quarter period for which the Company’s annual or ~~both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto~~quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01), the ~~ABR Loans~~ Coverage Ratio shall not be less than 1.25 to 1.0 and ~~Eurocurrency Loans outstanding are held as nearly as may be~~ (iv) the Company shall have delivered such legal opinions, board resolutions, certificates and other documents reasonably requested by the Paying Agent in ~~accordance~~ connection with ~~the pro rata provisions of subsection 2.12(b) based on~~ such ~~new Commitment Percentages. (f) Notwithstanding anything~~ increase to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionCommitments. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Southwest Airlines Co)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in ~~writing~~ writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all increases, $500,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may~~Borrower may offer such declined amount to (i) other Lenders with the consent of the Swingline Lender and the Issuing Lenders (which consents of the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed) and/or (ii) other banks, financial institutions or other entities with the consent of the Administrative ~~Agent~~ Agent, the Swingline Lender and the Issuing Lenders (which ~~consent~~ consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other ~~financial institution~~ entities that ~~is not an existing Bank the opportunity~~ will be requested to provide ~~a new Commitment pursuant to paragraph (b) below~~ such Revolving Credit Offered Increase Amount. The Borrower or, if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or~~ and/or banks, financial institutions ~~the opportunity to provide all~~ or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ ,provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower, the Issuing Lenders and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Administrative Agent, the Swingline Lender and the Issuing Lenders consent to such increase (which consents of the Administrative Agent, the Swingline Lender and the Issuing Lenders shall not be unreasonably withheld or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $3,500,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested~~which opinions shall be substantially the same, ~~in an amount equal~~ to the ~~Commitment~~ extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Dateand (ii) certified copies of ~~such Bank after giving effect~~ resolutions of the board of directors of the Borrower authorizing the Borrower to ~~any increase in such Bank’s Commitment~~borrow the Revolving Credit Offered Increase Amount.

Appears in 1 contract

Sources: Credit Agreement (PG&E Corp)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any ~~existing Bank or any~~ bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 750,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion.banks (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “"New Bank Supplement”"), whereupon such bank or financial institution (a “"New Bank”") shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “"Commitment Increase Supplement”"), whereupon such Bank (an “"Increasing Bank”") shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s 's Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “"Re-Allocation Date”") shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver ~~such amended Schedule II and~~ a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages~~. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages~~. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or ~~Eurocurrency~~ Eurodollar Loans so that, after giving effect thereto, the ABR Loans and ~~Eurocurrency~~ Eurodollar Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~2,500,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s 's Commitment.

Appears in 1 contract

Sources: Credit Agreement (Deere & Co)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that~~ So long as no Event of Default ~~shall have~~ has occurred and be is continuing, the ~~Borrowers~~ Borrower may request ~~an increase~~ from time to time after the Effective Date, that the aggregate amount of the ~~aggregate~~ Commitments ~~by notice to the Administrative Agent in writing of the amount~~ be increased (~~the “Offered Increase Amount”) of such proposed increase (such notice,~~ each a “Commitment ~~Increase Notice~~Increase”~~). Any such~~ ) by delivering a Notice of Commitment ~~Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Increase; provided, however, ~~the Borrowers may, with the consent~~ that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of ~~the Administrative Agent~~ Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Revolving Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~Termination Date; (biii) ~~Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase ~~Supplement with~~ (the ~~Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a~~ “Commitment Increase ~~Supplement”), whereupon such Bank (an “Increasing Bank~~Effective Date”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon~~ Business Days after receipt by the Administrative Agent of such ~~corporate resolutions~~ Notice of Commitment Increase; (iv) the ~~Borrowers and legal opinions~~ amount of ~~counsel to the Borrowers~~ any Commitment Increase must be at least $10,000,000 or such lesser amount as the Administrative Agent ~~shall reasonably request with respect thereto.~~may agree to in its sole discretion; and (iv) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any ~~increase~~ requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $2,500,000,000. (b) On each Commitment Increase Effective Date, so long as no Event of Default has occurred and is continuing, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the ~~aggregate Commitments made~~ Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to ~~this subsection 2.20~~ an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on ~~such Re-Allocation~~ or before the Commitment Increase Effective Date.; (ii) In the ~~event that on any~~ Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.~~Increase; (iii) In each CI Lender identified on the ~~event that on any~~ Notice of Commitment Increase for such ~~Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement~~), and on~~ ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Revolving Loans outstanding ~~are held~~ as ~~nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ such ~~new Commitment Percentages.~~date: (fA) ~~Notwithstanding anything to the contrary in this subsection 2.20~~each CI Lender shall, ~~(i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~by wire transfer of immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange~~ such CI Lender’s New Funds Amount for the ~~surrendered Notes of any Bank~~applicable Commitment Increase Effective Date, ~~if any~~which amount, ~~new Notes~~ for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the ~~order~~ Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such ~~Bank, if requested, in an amount equal to~~ Reducing Percentage Lender; and (v) To the ~~Commitment~~ extent there is any Letter of Credit outstanding as of such ~~Bank~~ Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to have transferred, such portions of the existing participations in such Letter of Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to ~~any increase in such Bank’s Commitment~~the Commitment Increases of all Lenders).

Appears in 1 contract

Sources: Revolving Credit Agreement (Western Midstream Partners, LP)

Commitment Increases. (a) At The Company and any one or more Banks (including New Banks) may from time ~~after~~ to time agree that such Banks shall obtain or increase the amount of their Commitments by executing and delivering to the Paying Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date, ; provided that ~~no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount~~ (~~the “Offered Increase Amount”~~i) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of ~~all~~ incremental Commitments ~~made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of~~ obtained after the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment Effective Date pursuant to this Section ~~2.20 except~~ 2.24 shall not exceed $500,000,000, (ii) with respect to any Increased Facility Closing Date, the increases effected on such date pursuant to this Section 2.24 shall be in a minimum amount of $25,000,000 and (iii) no more than four Increased Facility Closing Dates may occur after the Effective Date. No Bank 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 or financial institution ~~that~~ which, with the ~~Borrowers select to offer the opportunity to provide any portion~~ consent of the ~~increased Commitments~~Company, each Issuing Bank (which consent shall not be unreasonably withheld) and ~~that~~ the Paying Agent (which consent shall not be unreasonably withheld), elects to become a ~~party to~~ “Bank” under this Agreement ~~and provide a Commitment,~~ in connection with any increase described in Section 2.24(a) shall execute a New Bank Supplement ~~with the Borrowers and the Administrative Agent~~(each, ~~substantially in the form of Exhibit N (~~a “New Bank Supplement”), substantially in the form of Exhibit H-2, whereupon such bank or financial institution (each, a “New Bank”) shall become a Bank 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~~, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000~~. (c) ~~Any~~ On each Increased Facility Closing Date, each Bank ~~that accepts an offer~~ holding Committed Loans prior to ~~it by the Borrowers to increase its Commitment pursuant~~ giving effect to this ~~subsection 2.20 shall~~Section 2.24(c) (each, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “~~Increasing~~ Existing Bank”) shall be ~~bound by and entitled~~ deemed to have assigned to each Bank participating in the ~~benefits of this Agreement with respect to the full amount of its~~ relevant Commitment ~~as so increased~~increase (each, an “Increased Facility Bank”), and ~~Schedule II~~ each such Increased Facility Bank shall be deemed to have purchased from each Existing Bank, at the principal amount thereof (together with accrued interest), such interests in the Committed Loans and participations in Letters of Credit outstanding on such date as shall be ~~amended~~ necessary in order that, after giving effect to so all such assignments and purchases, such Committed Loans and participations in Letters of Credit will be held by all the Banks (including such Increased Facility Banks) ratably in accordance with the percentage which its Commitment represents of the Total Commitment after giving effect to the increase to the ~~Commitment~~ Commitments on such Increased Facility Closing Date. In furtherance of the foregoing, on such ~~Bank~~Increased Facility Closing Date, (i) each Increased Facility Bank agrees to make payments to the Paying Agent for the benefit of the Existing Banks in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been purchased by such Increased Facility Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence and (ii) each Existing Bank agrees to accept payments in an amount equal to the principal amount (together with accrued interest) of the interests in the Committed Loans and funded participations in any Letters of Credit relating to any unreimbursed drawings thereunder deemed to have been assigned by such Existing Bank on such Increased Facility Closing Date pursuant to the immediately preceding sentence. (d) The effectiveness of any ~~New Bank Supplement or Commitment Increase Supplement~~ increase to the Commitments pursuant to this Section 2.24 shall be ~~contingent upon receipt by~~ subject to the ~~Administrative Agent of such corporate resolutions~~ satisfaction of the ~~Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.~~ following conditions precedent: (i) ~~Except as otherwise provided in subparagraphs~~ no Default or Event of Default shall have occurred and be continuing immediately prior to, and immediately after, giving effect to such increase to the Commitments, (ii) the representations and warranties contained in Article V shall be correct in all material respects (or, to the extent subject to materiality or Material Adverse Effect qualifiers, in all respects) on and as of the date of such increase to the Commitments (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), immediately prior to, and after giving effect to, such increase to the Commitments, as though made on and as of such date, and (iii) ~~of this paragraph (e), if any bank or financial institution becomes~~ on a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages forma basis after giving effect to (x) such increase to the Commitments (assuming such incremental Commitments are fully drawn) and (y) any ~~increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount~~ permanent repayment of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, Debt after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the ~~respective~~ most recently ended fiscal quarter for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 (assuming, for such purpose, that (A) such increase to the Commitments (and the full drawing thereof) and any such permanent repayment of Debt occurred on the first day of the four fiscal quarter period for which the Company’s annual or quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01 and (B) such incremental Commitments had been borrowed as Eurodollar Loans with successive one-month Interest Periods during the ~~applicable Borrower shall make prepayments thereof and one~~ four fiscal quarter period for which the Company’s annual or ~~both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto~~quarterly Financial Statements have been most recently required to have been delivered pursuant to Section 6.01), the ~~ABR Loans~~ Coverage Ratio shall not be less than 1.25 to 1.0 and ~~Eurocurrency Loans outstanding are held as nearly as may be~~ (iv) the Company shall have delivered such legal opinions, board resolutions, certificates and other documents reasonably requested by the Paying Agent in ~~accordance~~ connection with ~~the pro rata provisions of subsection 2.12(b) based on~~ such ~~new Commitment Percentages. (f) Notwithstanding anything~~ increase to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionCommitments. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Southwest Airlines Co)

Commitment Increases. (a) ~~At any time after the Closing Date, provided that~~ So long as no Default or Event of Default ~~shall have~~ has occurred and be is continuing, the ~~Borrowers~~ Borrower may request ~~an increase~~ from time to time, that the aggregate amount of the ~~aggregate~~ Commitments ~~by notice to the Administrative Agent in writing of the amount~~ be increased (~~the “Offered Increase Amount”) of such proposed increase (such notice,~~ each a “Commitment ~~Increase Notice~~Increase”~~). Any such~~ ) by delivering a Notice of Commitment ~~Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments~~Increase; provided, however, ~~the Borrowers may, with the consent~~ that: (i) no Lender’s Commitment may ever be increased without its prior written consent; (ii) any Notice of ~~the Administrative Agent~~ Commitment Increase must be given no later than three (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b3) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered Business Days prior to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Revolving Commitment ~~pursuant to this Section 2.20 except in its sole discretion.~~Termination Date; (biii) ~~Any additional bank or financial institution that~~ the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment effective date of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase ~~Supplement with~~ (the ~~Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a~~ “Commitment Increase ~~Supplement”), whereupon such Bank (an “Increasing Bank~~Effective Date”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. no earlier than three (d3) ~~The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon~~ Business Days after receipt by the Administrative Agent of such ~~corporate resolutions~~ Notice of ~~the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto.~~Commitment Increase; (iiv) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of ~~Committed Rate Loans in excess of its Commitment, in which case such excess amount will~~ any Commitment Increase must be ~~allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b~~at least $10,000,000; and (v) ~~based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages~~ after giving effect to any ~~increase~~ requested Commitment Increase, the aggregate amount of the Commitments shall not exceed $4,000,000,000. (b) On each Commitment Increase Effective Date, so long as no Default or Event of Default has occurred and is continuing, each of the conditions set forth in Section 6.03 are satisfied as of such Commitment Increase Effective Date and no Material Adverse Change shall exist as of such date, each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness: (i) the Administrative Agent shall record in the ~~aggregate Commitments made~~ Register each CI Lender’s information, if necessary, as provided in the Notice of Commitment Increase and pursuant to ~~this subsection 2.20~~ an Administrative Questionnaire that shall be completed and delivered by each CI Lender to the Administrative Agent on ~~such Re-Allocation~~ or before the Commitment Increase Effective Date.; (ii) In the ~~event that on any~~ Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of the Annex I attached to the Notice of Commitment Increase relating to such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment ~~Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages.~~Increase; (iii) In each CI Lender identified on the ~~event that on any~~ Notice of Commitment Increase for such ~~Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans~~ Commitment Increase shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of be a “Lender” for all purposes under this Agreement~~), and on~~ ; (iv) to the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency extent there are Revolving Loans outstanding ~~are held~~ as ~~nearly as may be in accordance with the pro rata provisions~~ of ~~subsection 2.12(b) based on~~ such ~~new Commitment Percentages.~~date: (fA) ~~Notwithstanding anything to the contrary in this subsection 2.20~~each CI Lender shall, ~~(i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000~~by wire transfer of immediately available funds, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent ~~in exchange~~ such CI Lender’s New Funds Amount for the ~~surrendered Notes of any Bank~~applicable Commitment Increase Effective Date, ~~if any~~which amount, ~~new Notes~~ for each such CI Lender, shall constitute Revolving Loans made by such CI Lender to the ~~order~~ Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and (B) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount for such Commitment Increase Effective Date, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.07, ratably in accordance with the respective Principal Amounts thereof, of the Principal Amounts of all then outstanding Revolving Loans of such ~~Bank, if requested, in an amount equal to~~ Reducing Percentage Lender; and (v) To the ~~Commitment~~ extent there is any Letter of Credit outstanding as of such ~~Bank~~ Commitment Increase Effective Date, each CI Lender shall be deemed to have acquired, and each Reducing Percentage Lender shall be deemed to transferred, such portions of the existing participations in such Letter of Credit as shall cause the participations therein of all Lenders to be pro rata in accordance with the Applicable Percentages of all Lenders on such Commitment Increase Effective Date (after giving effect to ~~any increase in such Bank’s Commitment~~the Commitment Increases of all Lenders).

Appears in 1 contract

Sources: Credit Agreement (Anadarko Petroleum Corp)

Commitment Increases. ~~(a) At~~ The Borrower may, at any time by notice to the Administrative Agent, propose an increase in the aggregate amount of the Commitments hereunder (each such proposed increase being a "Commitment Increase") either by having an existing Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a new Lender with a new Commitment hereunder any Person which is not then a Lender (each an "Assuming Lender") in each case with the approval of the Administrative Agent (which shall not be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the "Commitment Increase Date") (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the ~~Closing~~ Commitment Termination Date); provided that: (i) the minimum amount of the increase of the Commitment of any Credit Agreement Increasing Lender, ~~provided that~~ and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be $10,000,000 or a larger multiple of $1,000,000; (ii) the aggregate amount of the Commitment Increases under this Section 2.09(d) shall not exceed $100,000,000; (iii) no ~~Event of~~ Default shall have occurred and be ~~continuing~~continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the ~~Borrowers may request an~~ increase of the ~~aggregate Commitments~~ Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by ~~notice to~~ the Administrative ~~Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice~~Agent, ~~a “Commitment Increase Notice”). Any~~ on or prior to 11:00 a.m., New York City time, on such Commitment Increase ~~Notice must offer each Bank the opportunity to subscribe for its pro rata share~~ Date, of (A) a certificate of a duly authorized officer of the ~~increased Commitments; provided~~Borrower stating that the conditions with respect to such Commitment Increase under this paragraph have been satisfied and (B) an agreement, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in ~~effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered~~ form and substance reasonably satisfactory to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers Borrower and the Administrative Agent, ~~substantially in the form of Exhibit N (a “New Bank Supplement”)~~pursuant to which, ~~whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes and to the same extent~~ effective as ~~if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and Commitment~~ of such ~~New Bank~~Commitment Increase Date, ~~provided that~~ the Commitment of ~~any~~ each such ~~New Bank~~ Increasing Lender shall be ~~in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it~~ increased and/or each such Assuming Lender shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the ~~Borrowers to increase its Commitment pursuant to this subsection 2.20 shall~~case may be, ~~in each case, execute a Commitment Increase Supplement with~~ and the ~~Borrowers~~ Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent's receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, ~~substantially~~ together with the certificate referred to in ~~the form of Exhibit O~~ clause (~~a “Commitment Increase Supplement”)~~A) above, whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of shall record the information contained in each such ~~corporate resolutions~~ agreement in the Register and give prompt notice of the ~~Borrowers and legal opinions of counsel~~ relevant Commitment Increase to the ~~Borrowers~~ Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, in the event Syndicated Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall ~~reasonably request~~ determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the application of such amounts to make payments to such other relevant Lenders, the Syndicated Loans to be held ratably by all Lenders in accordance with ~~respect thereto. (i) Except as otherwise provided in subparagraphs~~ their respective Commitments, (ii) the Borrower shall be deemed to have prepaid and reborrowed all outstanding Syndicated Loans as of such Commitment Increase Date (with such borrowing to consist of the Type of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.03) and (iii) ~~of this paragraph (e)~~the Borrower shall pay to the Lenders the amounts, if ~~any bank or financial institution becomes~~ any, payable under Section 2.14 as a ~~New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date~~ result of ~~the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after~~ such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesprepayment. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation Lender be obligated to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.hereunder. Credit Agreement

Appears in 1 contract

Sources: Credit Agreement (Teleflex Inc)

Commitment Increases. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any ~~existing Bank or any~~ bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $~~500,000,000~~ 1,000,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below~~. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~. (b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and provide a Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit N (a “New Bank Supplement”), whereupon such bank or financial institution (a “New Bank”) shall become a Bank 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, and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this subsection 2.20 shall, in each case, execute a Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit O (a “Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank”) shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank. (d) The effectiveness of any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~4,000,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Deere & Co)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the aggregate Commitments at any time ~~after the Closing Date, provided~~ that no Event of Default ~~shall have~~ has occurred and be is continuing, ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in writing of the amount (the “"Offered Increase Amount”") of such proposed increase (such notice, a “"Commitment Increase Notice”"), provided that increases in the aggregate Commitments shall be in increments of $50,000,000 and the aggregate Commitments shall not be increased to an amount exceeding $700,000,000. ~~Any such Commitment Increase Notice must~~ The Borrower may, at its election, (i) offer ~~each Bank~~ one or more of the Lenders the opportunity to ~~subscribe for its pro rata share~~ participate in all or a portion of the ~~increased Commitments; provided, however, the Borrowers may,~~ Offered Increase Amount pursuant to subsection (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayedwithheld), offer ~~to any existing Bank or to~~ one or more additional ~~banks or~~ banks, financial institutions or other entities the opportunity to ~~provide~~ participate in all or a portion of ~~such unsubscribed portion of~~ the ~~increased Commitments~~ Offered Increase Amount pursuant to paragraph (b) below. ~~No Bank has an obligation~~ Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to ~~increase its Commitment pursuant to this Section 2.20 except~~ participate in ~~its sole discretion~~such commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent will notify such Lenders, and/or banks, financial institutions or other entities of such offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any portion of~~ participation in the increased Commitments, and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment shall execute a New ~~Bank~~ Lender Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~N (a “New Bank Supplement”)~~C, whereupon such ~~bank or~~ bank, financial institution or other entity (for purposes of this Section 2.20, herein called a “"New ~~Bank”~~Lender") shall become a ~~Bank~~ 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, and Schedule II 2.01 shall be deemed to be amended to add the name and ~~Commitment~~ Commitments of such New ~~Bank~~Lender, provided that the Commitment of any such New ~~Bank~~ Lender shall be in an amount not less than $10,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this~~ subsection ~~2.20~~ 2.20(a)(i) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~D, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule II 2.01 shall be deemed to be amended to so increase the Commitment of such ~~Bank~~Lender. (d) The effectiveness of any New ~~Bank~~ Lender Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the ~~Borrowers~~ Borrower and legal opinions of counsel to the ~~Borrowers~~ Borrower as ~~the Administrative Agent~~ it shall reasonably request with respect thereto. (ie) ~~Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)~~If any bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Lender pursuant to subsection 2.20(b) or any ~~Bank’s~~ Lender's Commitment is increased pursuant to subsection 2.20(c), additional ~~Committed Rate~~ Loans made on or after the ~~date of the~~ effectiveness thereof (the “"Re-Allocation Date”") shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Applicable Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Loans)~~. On each Re-Allocation Date~~, ~~the Administrative Agent shall deliver such amended Schedule II~~ and ~~a notice to each Bank~~ continuations of ~~the adjusted Commitment Percentages after giving effect to any increase in the aggregate Commitments made pursuant to this subsection 2.20~~ Eurodollar Loans outstanding on such Re-Allocation ~~Date. (ii)~~ Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on such new Applicable Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~ABR~~ Base Rate Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ~~ABR~~ Base Rate Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ~~ABR Loans and Eurocurrency~~ Base Rate Loans outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Applicable Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $~~3,400,000,000~~700,000,000, and (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no ~~Bank~~ Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Oryx Energy Co)

Commitment Increases. (a) At The Parent Borrower shall have the right at any time ~~after~~ and from time to time to (i) increase the ~~Closing Date~~Commitments of any Lender and/or (ii) add Commitments (“Additional Commitments”), provided ~~that~~ that, no ~~Event of~~ Additional Commitment shall become effective if any Specified Default ~~shall have~~ has occurred and be is continuing, of one or more financial institutions or other entities that will become “Lenders” (each an “Additional Commitment Lender”), in each case subject only to (i) the ~~Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the “Offered Increase Amount”)~~ consent of such ~~proposed increase~~ Lender that is increasing its Commitment or Additional Commitment Lender, as applicable and (ii) if such ~~notice~~Additional Commitment Lender is not already a Lender hereunder or an affiliate of a Lender hereunder, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitments; provided, however, the Borrowers may, with the consent of the Issuing Lenders, the Administrative ~~Agent~~ Agent, and the Swing Line Lender (~~which~~ each such consent ~~shall~~ not to be unreasonably ~~withheld~~ delayed or ~~delayed~~withheld). For the avoidance of doubt, without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution that is not an existing Bank the opportunity no Lender will be required to provide ~~a new Commitment pursuant to paragraph (b) below if the aggregate amount of all~~ any such Additional Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretionunless it so agrees. (b) ~~Any additional bank or financial institution that~~ With respect to a Commitment increase pursuant to clause (a)(i) above, the ~~Borrowers select to offer the opportunity to provide any portion of the increased Commitments, and that elects to become a party to this Agreement and~~ Parent Borrower shall provide a ~~Commitment, shall execute a New Bank Supplement with the Borrowers and the Administrative Agent,~~ supplement substantially in the form of Exhibit N M-1 hereto (a the “~~New Bank~~ Increase Supplement”)) specifying the U.S. Facility Commitment increase or the Canadian Facility Commitment increase, ~~whereupon such bank or financial institution (a “New Bank”)~~ as the case may be, executed by each increasing Lender and the Parent Borrower which shall ~~become a Bank for all purposes and~~ be delivered to the ~~same extent as if originally~~ Administrative Agent for recording in the Register. With respect to a ~~party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule II shall be deemed to be amended to add the name and~~ Commitment ~~of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $10,000,000. (c) Any Bank that accepts an offer to it by the Borrowers to~~ increase ~~its Commitment~~ pursuant to ~~this subsection 2.20 shall~~clause (a)(ii) above, ~~in each case, execute~~ the Parent Borrower shall provide a ~~Commitment Increase Supplement with the Borrowers and the Administrative Agent,~~ Lender Joinder Agreement substantially in the form of Exhibit O M-2 hereto (a the “~~Commitment Increase Supplement”), whereupon such Bank (an “Increasing Bank~~Lender Joinder Agreement”) specifying, among other things, the U.S Facility Commitment amount or Canadian Facility Commitment amount, as the case may be, executed by the Additional Commitment Lender and the Parent Borrower, which shall be ~~bound by and entitled~~ delivered together with any tax forms required pursuant to Section 4.11 hereof to the ~~benefits~~ Administrative Agent for its recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each Additional Commitment Lender shall be a U.S Facility Lender and/or a Canadian Facility Lender, as the case may be, and a Lender for all intents and purposes of this Agreement ~~with respect to the full amount of its Commitment as so increased,~~ and ~~Schedule II~~ such Additional Commitments shall be ~~deemed to be amended to so increase the Commitment of such Bank~~U.S. Facility Commitments or Canadian Commitments, respectively. (dc) ~~The~~ Upon the effectiveness of ~~any New Bank~~ the Increase Supplement or ~~Commitment Increase Supplement~~ the Lender Joinder Agreement, as the case may be, outstanding Loans and/or participations in outstanding Swing Line Loans and/or L/C Obligations under the U.S. Facility and/or the Canadian Facility, as the case may be, shall be ~~contingent upon receipt by~~ reallocated (and the ~~Administrative Agent~~ increasing Lender or joining Additional Commitment Lender, as applicable, shall make appropriate payments representing principal, with the Parent Borrower making any necessary payments of ~~such corporate resolutions~~ accrued interest and, at the option of the ~~Borrowers and legal opinions~~ Parent Borrower, any accrued letter of ~~counsel to~~ credit commission under the ~~Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i~~first sentence of Section 3.3(a)) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution becomes a New Bank pursuant to subsection 2.20(b) or any Bank’s Commitment is increased pursuant to subsection 2.20(c), additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “Re-Allocation Date”) shall be made in accordance with the pro rata provisions of subsection 2.12(b) based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent so that any such pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of subsection 2.12(b) based on, their respective Commitments). On each Re-Allocation Date, the Administrative Agent shall deliver such amended Schedule II and a notice to each Bank of the adjusted Commitment Percentages after giving effect ~~to any increase in~~ thereto the ~~aggregate Commitments made pursuant to this subsection 2.20 on such Re-Allocation Date. (ii) In~~ increasing Lender or the event that on any such Re-Allocation Date there is an unpaid principal amount of ABR Loans, the applicable Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loansjoining Additional Commitment Lender, as the ~~applicable Borrower shall determine~~case may be, ~~so that~~and the other U.S. Facility Lenders or Canadian Facility Lenders, ~~after giving effect thereto~~as the case may be, share ratably in the ~~ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with~~ Aggregate U.S. Facility Lender Exposure, or the ~~pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. In addition~~Aggregate Canadian Facility Lender Exposure, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable ~~provisions of this Agreement)~~Commitments (and notwithstanding Section 4.12, ~~and on the last day of the respective Interest Periods the applicable~~ no Borrower shall make prepayments thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be ~~in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentages. (f) Notwithstanding anything to the contrary in this subsection 2.20, (i) in no event shall~~ liable for any ~~transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not,~~ amounts under Section 4.12 as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretionsuch reallocation). (g) The Borrowers, at their own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes of any Bank, if any, new Notes to the order of such Bank, if requested, in an amount equal to the Commitment of such Bank after giving effect to any increase in such Bank’s Commitment.

Appears in 1 contract

Sources: Credit Agreement (Herc Holdings Inc)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time after the ~~Closing~~ Amendment No. 35 Effective Date, ~~provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or shall result of such increase) and subject to obtaining all necessary regulatory approvals, it shall notify the ~~Borrowers may request an increase of the aggregate Commitments by notice to the Administrative~~ Designated Agent in ~~writing~~ writing, given not more frequently than once per calendar year, of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) which shall be in a minimum amount equal to $10,000,000 and shall not exceed, in the aggregate for all such increases after the Amendment No. ~~Any such~~ 5 Effective Date, $1,000,000,000; provided, that for the avoidance of doubt, the transactions contemplated by Amendment No. 1 and Amendment No. 2 shall not be deemed to constitute a Commitment Increase Notice ~~must~~ from the Borrower. The Borrower shall offer each ~~Bank~~ of the Lenders the opportunity to ~~subscribe for its pro rata share~~ provide such Lender’s Percentage of the ~~increased Commitments; provided~~Revolving Credit Offered Increase Amount, ~~however~~and if any Lender declines such offer, in whole or in part, the ~~Borrowers may,~~ Borrower may offer such declined amount to (i) other Lenders with the consent of the ~~Administrative Agent~~ Issuing Lenders (which ~~consent~~ consents of the Issuing Lenders shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed)) and/or (ii) other banks, ~~without offering to each Bank the opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank~~ financial institutions or other financial institution that is not an existing Bank the opportunity to provide a new Commitment pursuant to paragraph (b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when such new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f). If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for by the Banks, the Borrowers may, entities with the consent of the ~~Administrative~~ Designated Agent ~~as to any bank or financial institution that is not at such time a Bank~~ and the Issuing Lenders (which ~~consent~~ consents of the Designated Agent and the Issuing Lenders shall not be unreasonably ~~withheld~~ withheld, conditioned or delayed). The Commitment Increase Notice shall specify the Lenders and/or banks, ~~offer to any existing Bank or to one or more additional banks or~~ financial institutions ~~the opportunity~~ or other entities that will be requested to provide ~~all~~ such Revolving Credit Offered Increase Amount. The Borrower or, if requested by the Borrower, the Designated Agent will notify such Lenders, and/or banks, financial institutions or ~~a portion~~ other entities of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any additional ~~bank or~~ bank, financial institution ~~that~~ or other entity which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower, the Issuing Lenders and the ~~Administrative~~ Designated Agent, substantially in the form of Exhibit N A, whereupon such bank, financial institution or other entity (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $~~10,000,000~~5,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3 (a) shall, in each case, execute a ~~Commitment Increase Supplement~~ commitment increase supplement with the ~~Borrowers~~ Borrower, the Issuing Lenders and the ~~Administrative~~ Designated Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~B, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased~~, and Schedule II shall be deemed to be amended to so increase the Commitment of such Bank~~. (d) ~~The effectiveness of~~ If any New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e)bank, ~~if any bank or~~ financial institution or other entity becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3 (b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Term Benchmark Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Term Benchmark Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Term Benchmark Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Term Benchmark Loans, such ~~Eurocurrency~~ Term Benchmark Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Term Benchmark Loans will be paid thereon to the respective Lenders holding such Term Benchmark Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and unless the Designated Agent and the Issuing Lenders consent to such increase (which consents of the Designated Agent and the Issuing Lenders shall not be unreasonably withheld, conditioned or delayed); provided, that any Lender not responding to the Commitment Increase Notice within the time period prescribed therein shall be deemed to have declined to increase its Commitment and (ii) in no event shall any transaction effected pursuant to this Section 2.3 (A) cause the Total Commitments to exceed $5,400,000,0006,400,000,000 or (B) occur at a time at which a Default or an Event of Default has occurred and is continuing. (f) The Designated Agent shall have received on or prior to the Revolving Credit Re-Allocation Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the Borrower covering such matters as are customary for transactions of this type as may be reasonably requested by the Designated Agent, which opinions shall be substantially the same, to the extent appropriate, as the opinions rendered by counsel to the Borrower on the Effective Date and (ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the Revolving Credit Offered Increase Amount. (g) ~~The Borrowers~~In connection with any increase in the Total Commitments pursuant to this Section 2.3, ~~at their own expense,~~ the Borrower shall ~~execute and deliver~~ cause to be issued to the ~~Administrative~~ Designated Agent a new First Mortgage Bond (i) in ~~exchange for~~ the ~~surrendered Notes~~ amount of ~~any Bank, if any, new Notes to~~ the ~~order of such Bank, if requested, in an amount equal to the~~ Total Commitment ~~of such Bank after~~ (giving effect to such increase) (in which case such new First Mortgage Bond shall replace any ~~increase~~ then-outstanding Senior Bonds) or (ii) in the amount of such ~~Bank’s Commitment~~increase, such that the aggregate principal amount of the Senior Bonds will, when taken together, equal the Total Commitment (giving effect to such increase).

Appears in 1 contract

Sources: Credit Agreement (PACIFIC GAS & ELECTRIC Co)

Commitment Increases. (a) At In the event that the Borrower wishes to increase the Total Commitments at any time ~~after the Closing Date, provided that~~ when no Default or Event of Default ~~shall have~~ has occurred and ~~be continuing~~is continuing (or would result from such increase), ~~the Borrowers may request an increase of the aggregate Commitments by notice to~~ it shall notify the Administrative Agent in writing of the amount (the “Revolving Credit Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”)) in a minimum amount equal to $25,000,000 or a whole multiple of $5,000,000 in excess thereof. ~~Any such Commitment~~ The Borrower may offer the Revolving Credit Offered Increase ~~Notice must offer each Bank the opportunity~~ Amount to ~~subscribe for its pro rata share of the increased Commitments; provided~~(i) any Lender and/or (ii) other banks, ~~however, the Borrowers may,~~ financial institutions or other entities with the consent of the Administrative ~~Agent (which~~ Agent, such consent ~~shall~~ not to be unreasonably withheld ~~or delayed~~(“Approved New Lender Offerees”)~~, without offering to each Bank~~ . The Commitment Increase Notice shall (A) specify the ~~opportunity to subscribe for its pro rata share of the increased Commitments, offer to any existing Bank or any bank or other financial institution~~ Lenders and/or Approved New Lender Offerees that ~~is not an existing Bank the opportunity~~ will be requested to provide such Revolving Credit Offered Increase Amount, (B) specify the proposed effective date and (C) be accompanied by a ~~new Commitment pursuant to paragraph~~ certificate executed by two Responsible Officers stating that no Default or Event of Default has occurred and is continuing (~~b) below if the aggregate amount of all Commitments made hereunder pursuant to this proviso which will be in effect when~~ or would result from such ~~new Commitment becomes effective does not exceed $500,000,000 subject to subsection 2.20(f~~increase). ~~If any portion of the increased Commitments offered to the Banks as contemplated in the immediately preceding sentence is not subscribed for~~ The Borrower or, if requested by the ~~Banks~~Borrower, ~~the Borrowers may, with the consent of~~ the Administrative Agent ~~as to any bank or financial institution that is not at~~ will notify such ~~time a Bank (which consent shall not be unreasonably withheld or delayed)~~Lenders, ~~offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to provide all or a portion~~ and/or Approved New Lender Offerees of such ~~unsubscribed portion of the increased Commitments pursuant to paragraph (b) below. No Bank has an obligation to increase its Commitment pursuant to this Section 2.20 except in its sole discretion~~offer. (b) Any ~~additional bank or financial institution that~~ Approved New Lender Offerees which the ~~Borrowers select~~ Borrower selects to offer ~~the opportunity to provide any~~ a portion of the increased ~~Commitments,~~ Total Commitments and ~~that~~ which elects to become a party to this Agreement and ~~provide~~ obtain a ~~Commitment,~~ Commitment in an amount so offered and accepted by it pursuant to Section 2.3(a) shall execute a new lender supplement (the “New ~~Bank Supplement~~ Lender Supplement”) with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit N E, whereupon such Approved New Lender Offerees (herein called a “New ~~Bank Supplement”), whereupon such bank or financial institution (a “New Bank~~Revolving Credit Lender”) shall become a ~~Bank~~ 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, ~~and Schedule II shall be deemed to be amended to add the name and Commitment of such New Bank,~~ provided that the Commitment of any such New ~~Bank~~ Revolving Credit Lender shall be in an amount not less than $10,000,000. (c) Any ~~Bank that~~ Lender which accepts an offer to it by the ~~Borrowers~~ Borrower to increase its Commitment pursuant to ~~this subsection 2.20~~ Section 2.3(a) shall, in each case, execute a Commitment Increase Supplement with the ~~Borrowers~~ Borrower and the Administrative Agent, substantially in the form of Exhibit ~~O (a “Commitment Increase Supplement”)~~F, whereupon such ~~Bank (an “Increasing Bank”)~~ Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased. No Lender shall have any obligation, ~~and Schedule II~~ expressed or implied, to offer to increase the amount of its Commitment. Only the consent of each Lender increasing its Commitment shall be ~~deemed~~ required for an increase in the amount of the Commitments pursuant to ~~be amended~~ this Section 2.3. No Lender which elects not to so increase the amount of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such ~~Bank~~Lender’s consent. Subject to the limitations set forth above, the Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Commitments among Lenders increasing their Commitments and New Revolving Credit Lenders. (d) ~~The effectiveness of~~ If any Approved New Bank Supplement or Commitment Increase Supplement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto. (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution Lender Offeree becomes a New ~~Bank~~ Revolving Credit Lender pursuant to ~~subsection 2.20(b~~Section 2.3(b) or any ~~Bank~~Lender’s Commitment is increased pursuant to ~~subsection 2.20(c~~Section 2.3(c), additional ~~Committed Rate~~ Revolving Loans made on or after the ~~date of the~~ effectiveness thereof (the “Revolving Credit Re-Allocation Date”) shall be made ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on the ~~Commitment~~ Percentages in effect on and after such Revolving Credit Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any ~~Bank~~ Lender making an aggregate principal amount of ~~Committed Rate~~ Revolving Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, ~~the relevant~~ such New ~~Banks and Increasing Banks~~ Revolving Credit Lenders and/or Lenders with such increased Commitments to the extent of, and ~~in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on, their respective ~~Commitments~~Commitments otherwise available for Revolving Loans)~~. On each~~ , and continuations of Eurodollar Loans outstanding on such Revolving Credit Re-Allocation ~~Date,~~ Date shall be effected by repayment of such Eurodollar Loans on the ~~Administrative Agent shall deliver such amended Schedule II and a notice to each Bank~~ last day of the ~~adjusted Commitment Percentages after giving effect to any increase in~~ Interest Period applicable thereto and the ~~aggregate Commitments made pursuant to this subsection 2.20~~ making of new Eurodollar Loans pro rata based on such ~~Re-Allocation Date. (ii)~~ new Percentages. In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ABR Loans, the ~~applicable~~ Borrower shall make prepayments thereof and ~~one or both Borrowers shall make~~ borrowings of ABR Loans ~~and/or Eurocurrency Loans, as the applicable Borrower shall determine,~~ so that, after giving effect thereto, the ABR Loans ~~and Eurocurrency Loans~~ outstanding are held ~~as nearly as may be in accordance with the~~ pro rata ~~provisions of subsection 2.12(b)~~ based on such new ~~Commitment~~ Percentages. ~~In addition, on each Re-Allocation Date, participating interests in then outstanding Letters of Credit shall be adjusted to reflect the new Commitment Percentages. (iii)~~ In the event that on any such Revolving Credit Re-Allocation Date there is an unpaid principal amount of ~~Eurocurrency~~ Eurodollar Loans, such ~~Eurocurrency~~ Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the ~~applicable~~ Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the ~~last day of the~~ respective ~~Interest Periods the applicable Borrower shall make prepayments~~ principal amounts thereof and one or both Borrowers shall make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata provisions of subsection 2.12(b) based on such new Commitment Percentagesoutstanding. (fe) Notwithstanding anything to the contrary in this ~~subsection 2.20~~Section 2.3, (i) in no event shall any transaction effected pursuant to this subsection 2.20 cause the aggregate Commitments to exceed $3,400,000,000, (ii) the Commitment of an individual Bank shall not, as a result of providing a new Commitment or of increasing its existing Commitment pursuant to this subsection 2.20, exceed 15% of the aggregate Commitments on any Re-Allocation Date and (iii) no Bank Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole ~~discretion~~discretion and (ii) in no event shall any transaction effected pursuant to this Section 2.3 cause the Total Commitments to exceed $500,000,000. (gf) The ~~Borrowers, at their own expense,~~ Administrative Agent shall ~~execute and deliver~~ have received on or prior to the ~~Administrative Agent in exchange~~ Revolving Credit Re-Allocation Date, for the ~~surrendered Notes~~ benefit of ~~any Bank~~the Lenders, ~~if any, new Notes~~ (i) a legal opinion of counsel to the ~~order~~ Borrower covering such matters as are customary for transactions of ~~such Bank~~this type as may be reasonably requested by the Administrative Agent, ~~if requested, in an amount equal~~ (ii) certified copies of resolutions of the board of directors of the Borrower authorizing the Borrower to borrow the ~~Commitment of such Bank after giving effect to~~ Revolving Credit Offered Increase Amount and (iii) any ~~increase in such Bank’s Commitment~~other documents or instruments as may be requested by the Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Fair Isaac Corp)

Common use of Commitment Increases Clause in Contracts