Increase in Commitments. After the Effective Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the Company may, (a) The Borrower may by 10 Business Days’ written notice to the Administrative AgentAgent request, executed by the Company and on one or more financial institutions occasions prior to the first anniversary of the Closing Date, the establishment of one or more increased or new Commitments (any each, an “Incremental Commitment”). Each such financial institution referred to in this Section being called a "Prospective Lender")notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which may include shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom Borrower proposes any Lender, cause portion of such increased or new Commitments be allocated and the Commitments amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Prospective Lenders increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.
(b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:
(i) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be increased made on the Increase Effective Date;
(or cause Commitments to be extended by ii) on the Prospective LendersIncrease Effective Date, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to the making of any Loans pursuant to the Incremental Commitments (each such Loan an, “Incremental Loan”), Borrower shall be in pro forma compliance with the covenant set forth in Section 7.12(a) as of the most recently completed Quarterly Testing Date;
(iii) the Administrative Agent shall have received an Incremental Amendment in form and substance reasonably satisfactory to the Administrative Agent and consistent with the provisions of this Section 2.12 (which, notwithstanding anything in Section 10.01 to the contrary, shall not require the consent of any Lender other than the Lenders providing the Incremental Commitments); and
(iv) all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders shall in no event exceed $600,000,000, have been paid.
(bc) each Prospective Lender, if not already a Lender hereunder, The terms and provisions of the Incremental Loans shall be subject as follows:
(i) substantially similar to those applicable to the approval then outstanding loans under the existing Term Loan Facility;
(ii) the weighted average life to maturity of any Incremental Loans shall be no shorter than the weighted average life to maturity of the existing Loans; and
(iii) the maturity date of any Incremental Loans shall not be earlier than the latest Maturity Date then in effect, and after giving effect to the incurrence of such Incremental Loans, no more than four Maturity Dates may be in effect hereunder. Notwithstanding Section 10.01 or anything in this Agreement or any other Loan Document to the contrary, the Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12.
(d) On any Increase Effective Date on which approval shall not be unreasonably withheld) and (c) each Prospective LenderIncremental Commitments for Incremental Loans are effective, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering subject to the Administrative Agent a duly executed Accession Agreement. Increases satisfaction of the foregoing terms and new conditions, each Lender of such Incremental Commitment shall make an Incremental Loan to Borrower in an amount equal to its Incremental Commitment.
(e) The Loans and Commitments created established pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderconstitute Loans and Commitments under, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsthe benefits afforded by, benefits this Agreement and privileges accorded a Lender hereunder the other Loan Documents, and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereundershall, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding without limiting the foregoing, no increase in benefit equally and ratably from the aggregate Commitments (or in Guaranty and security interests created by the Commitment of Collateral Documents. The Restricted Persons shall take any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and actions reasonably required by the Administrative Agent shall have received a certificate to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness establishment of any such increase or extension shall continue Loans and Commitments substantially similar to those applicable to the then outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Loans.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Increase in Commitments. After the Effective Date, the Company mayHowmet may from time to time, by written notice to the Administrative Agent, executed by the Company Howmet and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of increases in Commitments under this Section 2.20, during the Lenders' Commitments after giving effect to such increase term of this Agreement, shall in no event not exceed $600,000,000500,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unlessunless (i) the Administrative Agent shall have received (A) a written opinion reasonably satisfactory to the Administrative Agent and the Lenders of Delaware counsel, as counsel of Howmet, addressed to the Administrative Agent and the Lenders and (B) documents consistent with those delivered under paragraph (a) of Section 4.04 as to the corporate power and authority of Howmet to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyH▇▇▇▇▇. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender.
Appears in 1 contract
Increase in Commitments. After The Borrower may at any time and from time to time after the Effective Date, termination of the Company mayLimitation Period, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"an “Increasing Bank”), which may include any LenderBank, cause the Commitments of the Prospective Lenders Increasing Banks to be increased (or cause Commitments the Increasing Banks to be extended by the Prospective Lenders, as the case may beextend new Commitments) in an amount for each Prospective Lender Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided, however, provided that (ai) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the aggregate amount term of the Lenders' Commitments after giving effect to such increase this Agreement shall in no event not exceed $600,000,000200,000,000 in the aggregate, (biii) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement2.17. Upon the effectiveness of any Accession Agreement to which any Prospective Lender Increasing Bank is a party, (i) such Prospective Lender Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender Bank hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party Bank hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Total Commitments (or in the Commitment of any LenderBank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under this Section unless3.01(a)(ii) through (v), giving 128384814_9 effect to such increase, (ii) on the effective date of such increase, the conditions representations and warranties of the Borrower and the Guarantors set forth in paragraphs (b) and (c) of Section 4.03 this Agreement shall be satisfied (with true and correct in all references in such paragraphs to a Borrowing being deemed to material respects and no Default shall have occurred and be references to such increase) continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following Borrower, and (iii) (x) upon the reasonable request of any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or extension shall continue outstanding until 10.01 to the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.
Appears in 1 contract
Increase in Commitments. After At any time after the Effective Date, Date the Company Borrower may, by written notice to the Administrative Agent, executed by the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender")institutions, which may include any existing Lender (any such financial institutions being called a “Prospective Lender”), cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (a) the aggregate amount of the Lenders' ’ Commitments after giving effect to such increase shall in no event exceed $600,000,000400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not to be unreasonably withheld) and ), (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession AgreementAgreement and (d) no existing Lender shall be required to become a Prospective Lender. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Prospective Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, (i) the conditions set forth in paragraphs (ba) and (cb) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase), (ii) the Borrower is in Pro Forma Compliance, after giving effect to any such increase and other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions or repayment of indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the effectiveness of any such increase, and (iii) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyBorrower that the conditions in the foregoing clauses (i) and (ii) have been satisfied as of such date. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.052.02; provided that upon the occurrence of any Default, each Prospective Lender shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that all Loans outstanding are owned by the Lenders ratably in accordance with their respective Commitments.
Appears in 1 contract
Sources: Five Year Revolving Credit Agreement (Land O Lakes Inc)
Increase in Commitments. After (a) So long as no Default or Event of Default has occurred and is continuing or would result therefrom and the Effective DateTotal Commitments have not been voluntarily reduced, the Company may, by written upon notice to the Administrative Agent, executed by at any time after the Company and Closing Date but prior to the Termination Date, the Borrowers may request one or more financial institutions Additional Commitments (on the same terms as the existing Commitments); provided that: (i) after giving effect to any such financial institution referred addition, the minimum aggregate amount of Additional Commitments that have been added pursuant to this Section 2.22 shall not exceed $50,000,000; (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof; and (iii) no Lender shall be required to participate in the Additional Commitments.
(b) If any Additional Commitments are added in accordance with this Section 2.22, the Administrative Agent and the Borrowers shall determine the effective date (the “Additional Commitments Effective Date”) of such addition and the amount of, and the Persons who will provide, such Additional Commitments. The Administrative Agent shall promptly notify the Borrowers and Lenders (which may include Persons reasonably acceptable to the Administrative Agent, the Issuing Banks and the Borrowers that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such addition and the Additional Commitments Effective Date, as well as the respective interests in such Lender’s Extensions of Credit, in each case subject to the assignments contemplated by this Section 2.22. As conditions precedent to such addition: (i) the representations and warranties contained in Section 4 and the other Loan Documents (including all documents required pursuant to Section 2.22(c)) shall be true and correct on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such earlier date; (ii) no Default or Event of Default shall exist immediately before or immediately after giving effect to such addition; (iii) the Borrowers, the Administrative Agent and Lenders (including any new Lenders being added in connection with such addition) shall have entered into all documents required pursuant to Section 2.22(c), and the Borrowers shall have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Lead Arrangers and Lenders, including any new Lenders); and (iv) the Borrowers shall have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i) and (ii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Commitment shall become a “Lender” for all purposes of this Agreement and the other Loan Documents. Any Additional Extension of Credit shall be an “Extension of Credit” for all purposes of this Agreement and the other Loan Documents. In furtherance of the foregoing, on any Additional Commitments Effective Date on which Additional Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section being called a "Prospective Lender"2.22: (1) each of the existing Lenders shall assign to each Person providing an Additional Commitment, and each such Person shall purchase from each of the existing Lenders, in an amount equal to the Outstanding Amount thereof (together with accrued but unpaid interest thereon), which may include such interests in the Extensions of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Extensions of Credit will be held by existing Lenders and the Person making the Additional Commitments ratably in accordance with their Percentage after giving effect to the addition of such Additional Commitments to the existing Commitments; and (2) each Person making an Additional Commitment shall be deemed for all purposes to have made a Commitment and each Additional Extension of Credit shall be deemed, for all purposes, an Extension of Credit.
(c) Any other terms of and documentation entered into in respect of any Lender, cause Additional Commitments provided in each case pursuant to this Section 2.22 shall be consistent with the Commitments (including with respect to voluntary and mandatory prepayments). Any Additional Commitments made or provided pursuant to this Section 2.22 shall be evidenced by one or more entries in the Register maintained by Administrative Agent in accordance with the provisions set forth in Section 11.6(b)(iv).
(d) This Section 2.22 shall supersede any provisions in Section 11.1 to the contrary. Notwithstanding any other provision of any Loan Document, the Prospective Lenders Loan Documents may be amended by Administrative Agent and the Loan Parties, if necessary, to be increased (or cause Commitments provide for terms applicable to be extended by the Prospective Lenderseach Additional Commitment, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.
Appears in 1 contract
Sources: Credit Agreement (DFC Global Corp.)
Increase in Commitments. After Sections 4.09 (a) and (b) are hereby amended in their entirety to read as follows:
(a) The US Borrower shall have the Effective Dateright (in consultation with the Administrative Agent), without the Company mayconsent of any of the Lenders, to cause from time to time an increase in the Aggregate Commitments by written notice adding to this Agreement one or more additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, executed Agent and its counsel or by the Company and allowing one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such noticeincrease their respective Commitments, provided, however, that (ai) no Default shall exist, (ii) no such increase shall result in the aggregate Aggregate Commitments exceeding US$3,000,000,000, (iii) no such increase shall be in an amount less than US$50,000,000, and (iv) no Lender’s Commitment shall be increased without such Lender’s consent.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the US Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the US Borrower and the Lenders of the Lenders' final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the US Borrower shall deliver to the Administrative Agent a certificate of the US Borrower, if the Aggregate US Commitments are being increased, and/or the Canadian Borrowers, if the Aggregate Canadian Commitments are being increased, and each Guarantor dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions (or governing board minutes) adopted by such Loan Party authorizing such increase, and (ii) in the case of each certificate from a Borrower, certifying that, before and after giving effect to such increase shall in no event exceed $600,000,000increase, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) the representations and warranties contained in Article VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of Prospective Lenders already parties hereundersuch earlier date, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, no Default exists. The US Borrower shall prepay any US Committed Loans outstanding on the effective date of the Accession Agreement. Upon the effectiveness of Increase Effective Date (and pay any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase amounts required pursuant to this Section in 5.05) to the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed extent necessary to have been amended to reflect keep the increased Commitment of such Lender. Notwithstanding the foregoing, no outstanding US Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the aggregate US Commitments under this Section. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it and outstanding on the Increase Effective Date (or and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep the outstanding Canadian Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitment of any Lender) shall become effective Canadian Commitments under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanySection.” § 2.3. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding Schedule 2.01. Schedule 2.01 attached hereto immediately prior to the effectiveness signature pages (“Schedule 2.01”) is a part of such increase or extension shall continue outstanding until this Amendment for all purposes. Section 2.01 to the ends of the respective Interests Periods applicable thereto, Original Agreement is hereby deleted and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections Schedule 2.01 and 2.05attached hereto is substituted therefore.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the Company mayThe Borrower may at any time and from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"an “Increasing Bank”), which may include any LenderTranche A-1 Bank, cause the Tranche A-1 Commitments of the Prospective Lenders Increasing Banks to be increased (or cause Commitments the Increasing Banks to be extended by the Prospective Lenders, as the case may beextend new Tranche A-1 Commitments) in an amount for each Prospective Lender Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided, however, provided that (ai) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Tranche A-1 Commitments and increases in existing Tranche A-1 Commitments becoming effective under this paragraph during the aggregate amount term of the Lenders' Commitments after giving effect to such increase this Agreement shall in no event not exceed $600,000,000250,000,000200,000,000 in the aggregate, (biii) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Increases New Tranche A-1 Commitments and new increases in Tranche A-1 Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement2.17. Upon the effectiveness of any Accession Agreement to which any Prospective Lender Increasing Bank is a party, (i) such Prospective Lender Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender Bank hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party Bank hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Total Commitments (or in the Commitment of any LenderBank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under this Section unless3.01(a)(ii) through (v), giving effect to such increase and (ii) on the effective date of such increase, the conditions representations and warranties of the Borrower and the GuarantorGuarantors set forth in paragraphs (b) and (c) of Section 4.03 this Agreement shall be satisfied (with true and correct in all references in such paragraphs to a Borrowing being deemed to material respects and no Default shall have occurred and be references to such increase) continuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyBorrower. Following On the effective date of any increase of a Lender's Commitment or any extension of a new Commitment in the Tranche A-1 Commitments pursuant to this paragraphSection 2.17, any Standby Loans to the extent there are outstanding prior Tranche A-1 Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Tranche A-1 Advances, after giving effect to such increase, and their respective Tranche A-1 Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or extension shall continue outstanding until 10.01 to the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the Company mayAlcoa may from time to time, by written notice to the Administrative Agent, executed by the Company Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of increases in Commitments under this Section 2.21, during the Lenders' term of this Agreement, shall not cause the Total Commitments after giving effect to such increase shall in no event exceed $600,000,0002,000,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, 2.21 unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyAlcoa. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender.
Appears in 1 contract
Increase in Commitments. After The Company shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, without the consent of any Bank (except as described in clause (i) below) but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), at any time prior to the fifth year anniversary of the Effective Date, to increase the Company may, total aggregate amount of the Commitments hereunder by written notice (a) adding a lender or lenders hereto with a Commitment or Commitments up to the Administrative Agent, executed by the Company and one amount (or more financial institutions (aggregate amount) of any such financial institution referred increase (which lender or lenders shall thereupon become `Banks' hereunder) and/or (b) enabling any Bank or Banks to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased increase its (or cause Commitments their) Commitment (or Commitments) up to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in of any such notice, increase; provided, however, that (ai) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000shall any Bank's Commitment be increased without the consent of such Bank, (bii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, any Committed Loans are outstanding hereunder on the date specified in the notice delivered pursuant that any such increase is to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increaseeffective, the conditions set forth in paragraphs (b) and (c) principal amount of Section 4.03 all such Committed Loans shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until increase, at the ends option of the respective Interests Periods applicable theretoCompany, either (A) be repaid, together with accrued interest thereon and any costs incurred by any Bank in accordance with Section 2.15 (but all such Loans may, on the terms and conditions hereof, be reborrowed on the date that any such increase becomes effective pro rata among all of the Banks) or (B) be converted into Negotiated Rate Loans with the same terms (including, without limitation, interest rate) and maturity of such Committed Loans, (iii) if any Letter of Credit is outstanding hereunder on the date that such increase is to become effective, appropriate arrangements shall then be repaid or refinanced with new Standby Loans made pursuant so that, after giving effect to Sections 2.01 such increase, each Bank's Letter of Credit Exposure is equal to such Bank's Commitment Percentage of the Letter of Credit Exposure of all of the Banks (and, if such arrangements are not made, such increase may not be made), (iv) in no event shall any such increase result in the total aggregate amount of the Commitments exceeding $1,500,000,000 and 2.05(v) no increase in Commitments contemplated by this Section 2.18 shall result in any one Bank hereunder having a Commitment in an amount which equals more than 20% of the aggregate amount of all Commitments hereunder. The Company and the Administrative Agent and the Banks agree to use their best efforts to effectuate any such increase, subject to the terms and conditions set forth herein (including, without limitation, by execution and delivery of any appropriate documentation).
Appears in 1 contract
Sources: Credit Agreement (Honeywell Inc)
Increase in Commitments. After the Effective Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase increase, together with the aggregate amount of the commitments under the 364-Day Credit Agreement, shall in no event exceed $600,000,000US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date 56 50 specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.
Appears in 1 contract
Increase in Commitments. After At any time prior to the Effective applicable Maturity Date, the Company mayTime Warner may from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Lenders) executed by the Company Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such financial institution institution, which may include any Lender, referred to in this Section being called a "Prospective an “Increasing Lender"), which may include any Lender, ”) cause the Three-Year Commitments and/or the Five-Year Commitments of the Prospective Increasing Lenders to be increased (or cause the Increasing Lenders to make new Three-Year Commitments to be extended by the Prospective Lendersand/or Five-Year Commitments, as the case may beapplicable) in an amount for each Prospective Increasing Lender (which shall not be less than $5,000,000) set forth in such notice, provided, however, ; provided that (ai) no Lender shall have any obligation to increase its Commitment of either Class pursuant to this Section, (ii) all new Three-Year Commitments and increases in existing Three-Year Commitments becoming effective under this Section during the aggregate amount term of the Lenders' Commitments after giving effect to such increase this Agreement shall in no event not exceed $600,000,000500,000,000 in the aggregate, (biii) all new Five-Year Commitments and increases in existing Five-Year Commitments becoming effective under this Section during the term of this Agreement shall not exceed $500,000,000 in the aggregate, (iv) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject reasonably satisfactory to the approval of (A) the Administrative Agent and (B) each Swingline Lender, Issuing Bank and Yen Fronting Lender whose approval would be required under Section 9.04(b) if such Increasing Lender were being assigned a Commitment of the same Class (which approval approvals, in the case of both (A) and (B), shall not be unreasonably withheld) and ), (cv) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and Time Warner (an “Accession Agreement”) and (vi) no Default or Event of Default has occurred and is continuing. Increases New Commitments and new increases in Commitments created of any Class pursuant to this Section (a “Commitment Increase”) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date (the “Increase Effective Date”) specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender of the applicable Class hereunder and subject to all obligations of a Lender of the applicable Class hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional applicable Class of such Increasing Lender as provided in such Accession Agreement. Upon On the Increase Effective Date, (i) the aggregate principal amount of the Borrowings of the applicable Class of Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender that shall have had a Commitment of the applicable Class of Revolving Loans prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies), an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) of the applicable Class and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, (iii) each Increasing Lender that shall not have had a Commitment of the applicable Class prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies) an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender of the applicable Class (in the applicable Currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (v) after the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderIncrease, Schedule 2.01 the Borrowers shall be deemed to have been amended to reflect made new Borrowings (the increased Commitment of such Lender. Notwithstanding the foregoing, no increase “Subsequent Borrowings”) in amounts (in the aggregate Commitments Currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and Class and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (or in vi) each Lender shall hold its Applicable Percentage of the applicable Class of each Subsequent Borrowing of the applicable Class (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay to the Administrative Agent for the account of any Lender) shall become effective under this Section unless, on each Lender of the date of such increase, the conditions applicable Class as set forth in paragraphs (b) Section 2.17 any and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and accrued but unpaid interest on its Loans comprising the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer Initial Borrowings of the Companyapplicable Class. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans The deemed payments made pursuant to Sections 2.01 and 2.05clause (i) above shall be subject to compensation by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Sources: Credit Agreement (Time Warner Inc.)
Increase in Commitments. (a) After the Effective Closing Date, the Company Borrower may, by written upon at least thirty (30) days’ notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already promptly provide a Lender hereunder, shall become a party to this Agreement by completing and delivering copy of such notice to the Administrative Agent a duly executed Accession Agreement. Increases Lenders), propose to increase the amount of the Commitments in an aggregate minimum amount of $25,000,000 and new Commitments created an aggregate maximum amount for all increases pursuant to this Section shall become effective 2.13 not to exceed $600,000,000 (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness amount of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs “Increased Commitments”); provided that (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed signed by a Financial Designated Officer dated as of the Companydate of such increase (the “Increase Effective Date”) in form and substance satisfactory to the Administrative Agent stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the reasonable request of any Lender or Additional Lender providing the Increased Commitments, made at least five days prior to the Increase Effective Date, the Borrower shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Increase Effective Date and (y) at least two days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, to each Lender that so requests a Beneficial Ownership Certification.
(b) The Borrower may offer the Increased Commitments to: (i) any Lender party to this Agreement; provided, that any Lender offered an Increased Commitment shall have no obligation to accept such Increased Commitment; or (ii) any other Eligible Assignee acceptable to the Administrative Agent and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or Additional Lender equals or exceeds $10,000,000. Following The sum of (1) the aggregate amount of Commitment increases of any increase of a Lender's Commitment or any extension of a new Commitment existing Lenders pursuant to this paragraph, subsection (b) plus (2) the aggregate amount of any Standby Loans outstanding prior Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments.
(c) An increase in the aggregate amount of the Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the effectiveness Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such increase or extension shall continue outstanding until Lenders and setting forth the ends agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the respective Interests Periods applicable theretoBorrower with respect to the Increased Commitments and such opinions of internal counsel for the Borrower (or, and shall then be repaid or refinanced at the Borrower’s option, outside counsel) with new Standby Loans made pursuant respect to Sections 2.01 and 2.05the Increased Commitments as the Administrative Agent may reasonably request.
Appears in 1 contract
Increase in Commitments. After (a) The Borrower shall have the Effective Dateright, at any time prior to the Company may, date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, executed by the Company Multicurrency Agent, Swingline Lender and one or more financial institutions (any such financial institution referred the Joint Lead Arrangers, to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in request an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $215,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $50,000,000, (iii) in connection with any Commitment Increase, each Class of Commitments must be ratably increased, (iv) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (v) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (vi) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, and (vii) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender's receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under the Administrative Agent's Letter Agreement, any letter agreement between the Borrower and the Multicurrency Agent, and the Joint Lead Arranger's Letter Agreement, which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent, the Multicurrency Agent, or BB&T and Fifth Third Bank, as joint lead arrangers, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party's sole discretion.
(b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval of the Administrative Agent, and the Multicurrency Agent only if such Additional Lender is to be a Multicurrency Lender). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent, the Multicurrency Lender and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent, the Multicurrency Agent and the Borrower, to evidence the Commitment adjustments referred to in Section 2.14(e); provided that the failure of any LenderLender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent and the Multicurrency Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall become agree upon the effective under this Section unless, on the date of such increaseCommitment Increase (the “Commitment Increase Date”), which shall be a Business Day not less than thirty (30) days prior to the Termination Date. The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in paragraphs Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(bi) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by the Required Lenders and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Multicurrency Agent, the Lenders or their counsel may reasonably request;
(cB) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references party approving or consenting to such increaseCommitment Increase;
(D) a certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects without duplication of any materiality qualifier contained therein (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date and, (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof);
(E) an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent, the Multicurrency Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have received a certificate reasonably requested; and
(F) such other documents or items that the Administrative Agent, the Multicurrency Agent, the Lenders, the Swingline Lender or their counsel may reasonably request.
(ii) In the case of any Borrowing of Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to that effect dated such date and executed by a Financial Officer Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of such increase or extension the Commitment Increase, the Borrower shall continue outstanding until be deemed to have made new Borrowings of Advances (the ends “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent and the Multicurrency Agent in accordance with Sections 2.01 and 2.12(f), (iii) each Lender shall pay to the Applicable Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender's pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender's pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after each Applicable Agent receives the funds specified in clause (iii) above, the Applicable Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender's pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender's pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders of each Class shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Interests Periods applicable Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) Schedule 1.01(a) shall then be repaid or refinanced with new Standby Loans deemed amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to Sections 2.01 and 2.05clause (i) above in respect of each Eurocurrency Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Increase in Commitments. (i) After the Effective Date, the Company mayBorrowers shall have the right to increase the aggregate Revolving Commitments by obtaining additional Revolving Commitments (“Incremental Revolving Commitments” and revolving loans made thereunder, “Incremental Revolving Loans”) and the right to increase the aggregate Term Loan Commitments by written obtaining additional Term Loan Commitments under a then-existing tranche and/or one or more additional tranches of term loans (“Incremental Term Commitments” and term loans made thereunder, “Incremental Term Loans”), in each case from one or more of the Lenders and/or additional Eligible Incremental Lenders; provided that (A) any such Incremental Commitment shall be in a minimum amount of $25,000,000, (B) the aggregate amount of all Incremental Commitments and Incremental Loans effected pursuant hereto shall not exceed an amount equal to the sum of (1) $500,000,000, plus (2) the maximum amount that would result in a Senior Secured Net Leverage Ratio, on a Pro Forma Basis, of not more than 3.00 to 1.00; (C) any such new Term Lender shall have assumed all of the rights and obligations of a “Term Lender” hereunder; (D) any such new Revolving Lender shall have assumed all of the rights and obligations of a “Revolving Lender” hereunder; (E) any such Incremental Revolving Commitments shall, subject to Section 2.10(e), be on the same terms as the other Revolving Commitments and any such Incremental Term Commitments shall, subject to Section 2.10(e), be on the same terms as the other Term Loans; and (F) all of the procedures and other conditions described in this Section 2.10 shall have been satisfied; and provided, further, that the aggregate principal amount of Incremental Equivalent Debt established after the Effective Date in reliance on clause (a)(i)(B)(1) above shall result in a dollar for dollar reduction of the amount of Incremental Commitments permitted to be established pursuant to clause (a)(i)(B)(1) above. The Borrowers may elect to use clause (a)(i)(B)(2) above regardless of whether the Borrower has capacity under clause (a)(i)(B)(1) above. Further, the Borrowers may elect to use clause (a)(i)(B)(2) prior to using clause (a)(i)(B)(1), and if both clause (a)(i)(B)(2) and clause (a)(i)(B)(1) are available, unless otherwise elected by the Borrowers, then the Borrowers will be deemed to have elected to use clause (a)(i)(B)(2). In addition, any Indebtedness originally designated as incurred pursuant to clause (a)(i)(B)(1) shall, at the option of the Borrowers, be reclassified as incurred under clause (a)(i)(B)(2) so long as the Borrowers would meet the applicable leverage or coverage based incurrence test at such time on a Pro Forma Basis.
(ii) The Borrower Representative shall request an Incremental Commitment by delivering a notice (an “Incremental Commitment Request”) to the Administrative Agent, executed who shall promptly notify the Lenders of the substance thereof. The notice by the Company and one or more financial institutions Administrative Agent to the Lenders describing each Incremental Commitment Request shall specify the time period (any such financial institution referred to be determined by the Borrower Representative in this Section being called a "Prospective Lender")consultation with the Administrative Agent, which may include any Lender, cause but in no event be less than 5 Business Days from the Commitments date of delivery by the Borrower Representative of the Prospective Lenders applicable Incremental Commitment Request to the Administrative Agent) within which each Lender is required to inform the Borrower Representative and the Administrative Agent whether such Lender intends to participate in the applicable Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to participate in the applicable Incremental Commitment and, if so, shall specify the amount of such Incremental Commitment it desires to be increased (or cause Commitments allocated to it. Any Lender not responding within such time period shall be extended deemed to have declined to increase its Commitment. Each determination by the Prospective Lenders, as the case may be) a Lender to participate in an amount for Incremental Commitment shall be made by it in its sole and absolute discretion.
(iii) The Administrative Agent shall notify the Borrower Representative and each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' ’ responses to each Incremental Commitment Request. The Borrowers may obtain the agreement of additional Eligible Incremental Lenders to become Lenders pursuant to an Incremental Commitment Joinder Agreement, in substantially the form of Exhibit D (each, an “Incremental Commitment Joinder Agreement”). Each such Eligible Incremental Lender shall, as a condition to participating in any Incremental Commitment, be required to deliver all forms, if any, that are required to be delivered by such Eligible Incremental Lender pursuant to Section 9.04 and any other information that the Administrative Agent requires from Lenders as a condition to becoming a party to this Agreement. Any Incremental Commitment shall be allocated among the existing Lenders that agree to participate in such Incremental Commitment and additional Eligible Incremental Lenders who agree to become Lenders pursuant to an Incremental Commitment Joinder Agreement (in each case, up to the amount of each such Person’s agreed participation) as determined by the Borrower Representative.
(iv) Any amendment hereto solely for Incremental Commitments shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower Representative (on behalf of the Borrowers) and the Lender(s) providing an Incremental Commitment. As a condition precedent to any such Incremental Commitment, the Borrowers shall deliver to the Administrative Agent (A) a certificate of each Loan Party signed by an authorized officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Incremental Commitment; and (y) in the case of the Borrowers, certifying that, before and immediately after giving effect to such increase shall in no event exceed $600,000,000increase, (b1) each Prospective Lenderthe representations and warranties contained in Article III and the other Loan Documents shall be true and correct, if not already except that such representations and warranties that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date, and shall be true and correct in all respects to the extent they are qualified by a Lender hereundermateriality standard (provided that in the case of any Incremental Loan, the proceeds of which are being used to finance a Limited Condition Acquisition, such representations and warranties may be limited to customary “specified representations”); (2) no Default or Event of Default shall have occurred and be continuing or would result from any such Incremental Commitment (provided that in the case of any Incremental Loan, the proceeds of which are being used to finance a Limited Condition Acquisition, (x) the satisfaction of such condition shall be subject to Section 1.07, and (y) no Event of Default under clause (a), (b), (h) or (i) of Article VII shall exist at the approval time of, or would result therefrom, the making of such Incremental Loan); and (3) subject, in the case of any Incremental Loan the proceeds of which are being used to finance a Limited Condition Acquisition, to Section 1.07, at the time of and immediately after giving effect to each such Incremental Commitment, the Borrowers shall be in compliance with the covenants set forth in Sections 6.12 and 6.13 (on a Pro Forma Basis for the Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) ending immediately preceding such Incremental Commitment), which compliance shall be evidenced by the due completion, execution and delivery of a Compliance Certificate and based on the assumption that such Incremental Commitment was fully drawn on the first day of such Test Period, and (B) such opinions of counsel, evidence of flood insurance, ratification agreements, amendments to the other Loan Documents (which amendments the Administrative Agent (which approval is authorized to execute on behalf of all Lenders), and other documents, certificates and information as the Administrative Agent may reasonably request; provided that flood insurance due diligence and flood insurance compliance shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering reasonably satisfactory to the Administrative Agent a duly executed Accession Agreement. Increases and new the Lenders whose compliance is impacted by the relevant incremental facility.
(v) The terms and provisions of the Loans made with respect to any Incremental Commitments created pursuant to this Section shall become effective (A) rank pari passu in right of payment and of security with, and shall have the case of Prospective Lenders already parties hereunder, on same guarantees as the date specified in the notice delivered pursuant to this Section and existing Loans; (B) have a maturity date that is not earlier than the Maturity Date of the Term Loans (or if Incremental Revolving Commitments, the Revolving Loans); (C) have a weighted average life to maturity that is no shorter than the weighted average life to maturity of the Term Loans (or if Incremental Revolving Commitments, the Revolving Loans); (D) have a rate of interest as set forth in each applicable Incremental Commitment Joinder Agreement; provided that with respect to Incremental Term Commitments, if such interest rate is greater than the case interest rate on the existing Term Loans by 0.50% or more, the interest rate on the existing Term Loans shall be increased so as to equal the interest rate applicable to the Incremental Term Loans minus 0.50%; and (E) otherwise be treated the same as, and not be entitled to any additional benefits than or impose any more obligations than, the Term Loan or Revolving Loans, as applicable.
(vi) Any existing Lender that has a Note and participates in any Incremental Commitment shall, substantially contemporaneously with the delivery of Prospective Lenders not already parties its Note to be replaced to the Borrowers, receive a replacement Note that evidences the aggregate principal amount of its Loans outstanding hereunder, on . Any new Lender requesting a Note shall receive such a Note in an amount equal to the aggregate principal amount of the Incremental Commitments for which its funds pursuant to the terms of this Section.
(vii) Within a reasonable time after the effective date of any Incremental Commitment, the Accession Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect any Incremental Commitment and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the prior Commitment Schedule and become part of this Agreement. Upon On the Business Day following the effectiveness of any Accession Agreement to which any Prospective Lender is a partysuch Incremental Revolving Commitment, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and all outstanding Revolving Loans shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and reallocated among the Lenders (iiincluding any newly added Lenders) Schedule 2.01 shall be deemed to have been amended to reflect in accordance with the Commitment Lenders’ respective revised Applicable Percentages of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Revolving Commitments.
Appears in 1 contract
Increase in Commitments. After (a) Subject to the Effective Dateconditions set forth in Section 2.04(b), the Company may, by written notice to the Administrative Agent, executed by the Company and Borrower may request (i) that one or more financial institutions Lenders (each an “Increasing Lender”) increase its Commitment then in effect and/or (ii) that one or more Persons which at such time are not Lenders become a Lender (each such Person, an “Additional Lender”) and provide a Commitment hereunder. Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower, an Affiliate of the Borrower or a natural person.
(b) Any increase under Section 2.04(a) shall be subject to the following additional conditions:
(i) no increase shall be permitted if, after giving effect thereto, the aggregate Commitments would exceed $350,000,000;
(ii) the Borrower may not request any such financial institution referred to in this Section being called a "Prospective increase more than once per fiscal quarter;
(iii) no Lender"), which ’s Commitment may include be increased without the consent of such Lender;
(iv) any Lender, cause addition of an Additional Lender shall require the Commitments consent of the Prospective Lenders to Administrative Agent and each Issuing Bank (such consent not be increased unreasonably withheld or delayed);
(or cause Commitments to be extended by A) at the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount time of the Lenders' Commitments and immediately after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, Borrowing made on the date of such increase, (1) all of the conditions representations and warranties contained in the Loan Documents shall be true and correct in all material respects (or if already qualified by materiality, all respects), (2) no Default shall exist or would result from such increase, and (3) the Borrower shall be in pro forma compliance with the financial covenants set forth in paragraphs Section 6.10 as of the last day of the most recently ended fiscal quarter for which the financial statements and compliance certificate required under Section 5.01 have been delivered to the Administrative Agent and the Lenders (bcalculated as though any Borrowing made on the date of such increase had been made as of the last day of such fiscal quarter) and (cB) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate of a Responsible Officer certifying as to compliance with the foregoing clause (A);
(vi) if the Borrower elects to increase the Commitment of one or more Lenders, then the Borrower and each such Increasing Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit G-1 (an “Increasing Lender Certificate”) and the Borrower shall (A) if requested by any Increasing Lender, deliver a Note payable to such Increasing Lender in a principal amount equal to its Commitment and otherwise duly completed and (B) pay any applicable fees as may have been agreed to between the Borrower, such Increasing Lender and/or the Administrative Agent;
(vii) if the Borrower elects to increase the Commitments by causing one or more Additional Lenders to become a party to this Agreement, then the Borrower and each such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit G-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire for each Additional Lender, and the Borrower shall (A) if requested by any Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment and otherwise duly completed and (B) pay any applicable fees as may have been agreed to between the Borrower, any Additional Lender and/or the Administrative Agent; and
(viii) the Borrower shall deliver or cause to be delivered such corporate resolutions, legal opinions or other documentation as may be reasonably requested by the Administrative Agent.
(c) From and after the effective date specified in the Increasing Lender Certificate and/or the Additional Lender Certificate: (i) the amount of each Lender’s Commitment shall be increased as set forth therein, and (ii) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, each Increasing Lender and Additional Lender shall be deemed to have purchased a pro rata portion of the outstanding Loans and participation interests in Letters of Credit of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Increasing Lender and any Additional Lender) shall hold its Applicable Percentage of the outstanding participation interests in Letters of Credit after giving effect dated to the increase and the resulting modification of each Lender’s Applicable Percentage and Commitment. Any outstanding Loans shall be reallocated among the Lender such date that each Lender holds Loans ratably in accordance with its Applicable Percentage and the Borrower shall pay any break funding costs under Section 2.17 associated with such reallocation.
(d) Upon its receipt of a duly completed Increasing Lender Certificate and/or an Additional Lender Certificate, executed by a Financial Officer of the Company. Following Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, and the Administrative Questionnaire, the Administrative Agent shall accept such Increasing Lender Certificate and/or Additional Lender Certificate and record the information contained therein in the Register.
(e) Upon any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraphSection 2.04, any Standby Loans outstanding prior (i) each Lender’s Applicable Percentage shall be automatically deemed amended to the effectiveness of extent necessary so that each such increase or extension shall continue outstanding until Lender’s Applicable Percentage equals the ends percentage of the respective Interests Periods applicable theretoaggregate Commitments represented by such Lender’s Commitment, in each case after giving effect to such increase, and (ii) Annex I shall then be repaid or refinanced with new Standby Loans made pursuant deemed amended to Sections 2.01 reflect the Commitment of any Increasing Lender and 2.05any Additional Lender, and any changes in the Lenders’ respective Applicable Percentages and Commitments contemplated by this Section 2.04.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Excelerate Energy, Inc.)
Increase in Commitments. After (a) The Borrower shall have the Effective Dateright, the Company mayat any time and from time to time after January 31, 2013 by written notice to and in consultation with the Administrative Agent, executed by to request an increase in the Company aggregate Revolving Credit Commitment (but the aggregate outstanding principal amount of Letter of Credit Advances and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to Undrawn Amounts shall not be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase and shall in no event exceed $600,000,00035,000,000) (each such requested increase, a “Commitment Increase”), by having one or more existing Banks increase their respective Revolving Credit Commitments then in effect (each, an “Increasing Bank”), by adding as a Bank with a new Revolving Credit Commitment hereunder one or more Persons that are not already Banks (each, an “Additional Bank”), or a combination thereof provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (bii) each Prospective Lenderimmediately after giving effect to any Commitment Increase, if (y) the aggregate Revolving Credit Commitments shall not already a Lender hereunderexceed $75,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $40,000,000, (iii) no Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Revolving Credit Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) subject to the approval terms of (vi), the Administrative Agent (Borrower may invite an Additional Bank to provide a Commitment Increase subject to the Agent’s consent to such Additional Bank in writing which approval shall consent may not be unreasonably withheld; and (vi) the Borrower shall give the existing Banks the right of first refusal for participating in any such Commitment Increase by providing such notice to the Agent fifteen (15) Domestic Business Days before making a request to any Person that is not already a Bank. An existing Bank shall have priority over Additional Banks to participate in such requested Commitment Increase if such existing Bank provides written notice of its election to participate within fifteen (15) Domestic Business Days of such existing Bank’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Bank shall have any obligation to become an Increasing Bank. Any fees paid by the Borrower for a Commitment Increase to an Increasing Bank, an Additional Bank, or the Agent shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion.
(b) The Borrower, the other Loan Parties and each Additional Bank shall execute a joinder agreement, and the Borrower, the other Loan Parties and each Bank shall execute all such other documentation as the Agent and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Agent and the Borrower, to evidence the Revolving Credit Commitment adjustments referred to in Section 2.17.
(c) If the aggregate Revolving Credit Commitments are increased in accordance with this Section 2.17, the Borrower (in consultation with the Agent), Increasing Bank(s) (if any) and Additional Bank(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Maturity Date). The Agent shall promptly notify the Banks of such increase and the Commitment Increase Date. Each of the Borrower, the Guarantors, the Banks and the Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.17 (x) shall not require the consent of any Guarantor or any Bank other than the Increasing Banks and Additional Banks who have
(d) Notwithstanding anything set forth in this Section 2.17 to the contrary, the Borrower shall not incur any Revolving Credit Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.17(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Agent:
(A) a supplement to this Agreement signed by each Increasing Bank (if any) and Additional Bank (if any), setting forth the reallocation of Revolving Credit Commitments referred to in Section 2.17(e), all other documentation required by the Agent pursuant to Section 2.17(b) and such other modifications, documents or items as the Agent, such Banks or their counsel may reasonably request;
(B) an instrument, duly executed by the Borrower and each Guarantor, if any, acknowledging and reaffirming its obligations under this Agreement and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the chief financial officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), except that for purposes of this Section 2.17(d)(i) the representations and warranties contained in Section 4.10(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (cb), respectively, of Section 5.01, (y) each Prospective Lenderimmediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), if not already the Borrower is in compliance with the covenants contained in Article V, and (z) no Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof);
(E) an opinion or opinions of counsel for the Borrower and the Guarantors, in a Lender hereunderform reasonably satisfactory to Agent and covering such matters as Agent may reasonably request, shall become a party to this Agreement by completing and delivering addressed to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section the Banks, together with such other documents, instruments and certificates as the Agent shall become effective have reasonably requested; and
(AF) in such other documents or items that the case of Prospective Lenders already parties hereunderAgent, on such Banks or their counsel may reasonably request.
(e) On the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partyCommitment Increase Date, (i) such Prospective Lender the aggregate principal outstanding amount of the Revolving Credit Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsrepaid, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have been made new Revolving Credit Borrowings of Revolving Credit Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.02(a), (iii) each Bank shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Bank’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Bank’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Agent receives the funds specified in clause (iii) above, the Agent shall pay to each Bank the portion of such funds equal to the difference, if positive, between (y) such Bank’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Bank’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Bank shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolving Credit Commitments (calculated after giving effect to the Commitment increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Banks entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Commitment Revolving Credit Commitments of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant all Banks after giving effect to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be Increase. The deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans payments made pursuant to Sections 2.01 clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05
(d) Section 5.05 of the Credit Agreement is hereby amended and 2.05.restated in its entirety to read as follows:
Appears in 1 contract
Sources: Credit Agreement (Cato Corp)
Increase in Commitments. After (1) From time to time on or after the Effective Date, the Company may, Borrowers shall have the right to increase the aggregate Commitments under the Credit Facilities by written notice up to an additional Cdn.$72,500,000 or the Administrative Agent, executed Equivalent Amount in US$ by the Company and securing increased Commitments from one or more financial institutions (any such financial institution referred Lender Groups already party to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (Agreement or cause Commitments to be extended by the Prospective Lendersaddition of one or more Lender Groups under this Agreement. For greater certainty, as a Lender Group shall not have any obligation to increase its Commitment and may elect to increase its Commitment at the case may be) Lender Group’s sole discretion. Any such increase in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of Commitments under the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, Credit Facilities shall be subject to the approval following conditions:
(a) each such increase shall be in a minimum amount of Cdn. $10,000,000 and in increments of Cdn. $5,000,000;
(b) a Borrower shall deliver to the Administrative Agent (which approval shall not be unreasonably withheld) an officer’s certificate certifying that no Event of Default or Pending Event of Default has occurred and is continuing or will occur by the Borrowers increasing the aggregate Commitments under the Credit Facilities;
(c) each Prospective Lenderthe Agent, if acting reasonably, shall have consented to the identity of any Lender Group who is not already a Lender hereunder, shall become a party to this Agreement by completing and delivering Agreement;
(d) the Borrowers shall cause to be delivered to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant an instrument in writing from each Lender Group which is agreeing to this Section shall become effective (A) such increased Commitments, either confirming their increased Commitments, in the case of Prospective Lenders each Lender Group which is already parties a Lender Group hereunder, on or agreeing to be bound by the date specified in the notice delivered pursuant to terms of this Section and (B) Agreement as Lenders, in the case of Prospective Lenders each Lender Group which is not already parties at the time a Lender Group hereunder; and
(e) subject to Section 2.09(2), on each Lender Group’s Proportionate Share of Commitments shall be the effective date same in each of the Accession Agreement. Upon Canadian Revolving Facility and the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) US Revolving Facility following such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments.
(2) Upon its confirmation of the satisfaction of the foregoing conditions, the Agent will forthwith prepare and deliver to the Borrowers and each Lender Group a new Schedule A, setting forth the new Maximum Facility Amount and the Commitments (or in of the Commitment Lenders under the Credit Facilities, as so increased. Such new Schedule A, and the revised Commitments of any Lender) shall the Lenders set forth therein, will become effective under this Section unless, on the date of next Business Day following delivery by the Agent thereof to the Borrowers and the Lenders. On such increasedate, the conditions set forth in paragraphs (b) and (c) of Section 4.03 Borrowers shall be satisfied (with all references obtain Advances from the Lenders in such paragraphs amounts and in such proportions as are necessary to a Borrowing being deemed to be references to ensure that following such increase) and Advances, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer Proportionate Share of the Company. Following any increase of a Lender's Commitment or any extension of a Advances made by each Lender Group equals its Proportionate Share on such new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.Schedule A.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the Company may(a) AlcoaArconic may from time to time, by written notice to the Administrative Agent, executed by the Company AlcoaArconic and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of increases in Commitments under this Section 2.20, during the Lenders' Commitments after giving effect to such increase term of this Agreement, shall in no event not exceed $600,000,000500,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unlessunless (i) the Administrative Agent shall have received (A) a written opinion reasonably satisfactory to the Administrative Agent and the Lenders of Delaware counsel, as Counsel of Arconic, addressed to the Administrative Agent and the Lenders and (B) documents consistent with those delivered under paragraphs (a) and (c) of Section 4.014 as to the corporate power and authority of AlcoaArconic to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyAlcoaArconic. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender.
Appears in 1 contract
Sources: Credit Agreement (Arconic Inc.)
Increase in Commitments. After (a) The Borrower shall have the Effective Dateright, at any time prior to the Company may, date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Conformed Credit Agreement - Page 56 140760.01015/122598522v.1140760.01015/122598522v.9 Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $55,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, executed any fees paid by the Company and one or more financial institutions (any such financial institution referred Borrower for a Commitment Increase to in this Section being called a "Prospective Lender"), which may include any an Increasing Lender, cause an Additional Lender, and the Commitments of the Prospective Lenders to Administrative Agent, shall be increased (or cause Commitments to for their own account and shall be extended by the Prospective Lenders, as the case may be) in an amount for amount, if any, mutually agreed upon by each Prospective Lender set forth such party and the Borrower, in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, each party’s sole discretion.
(b) each Prospective Lender, if not already a Each Additional Lender hereunder, must qualify as an Eligible Assignee (the selection of which shall be subject to include the prior approval of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lenderthe Borrowers may reasonably require, if not already a Lender hereunder, shall become a party to this Agreement by completing all in form and delivering substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a duly executed Accession Agreement. Increases and new Commitments created Commitment Increase pursuant to this Section shall become effective 2.14.
(Ac) If the aggregate Revolver Commitments are increased in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (Bif any) in the case of Prospective Lenders not already parties hereunder, on shall agree upon the effective date of (the Accession Agreement. Upon the effectiveness of any Accession Agreement to “Commitment Increase Date,” which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) Notwithstanding anything set forth in this Agreement Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (iieffective) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, unless the conditions set forth in paragraphs Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: Conformed Credit Agreement - Page 57 140760.01015/122598522v.1140760.01015/122598522v.9 (A) a certificate supplement to that effect dated such date this Agreement signed by the Required Lenders and executed each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment Administrative Agent pursuant to this paragraphSection 2.14(b) and such other modifications, any Standby Loans outstanding prior to documents or items as the effectiveness of such increase Administrative Agent, the Lenders or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.their counsel may reasonably request;
Appears in 1 contract
Increase in Commitments. After At any time after the Fourth Amendment Effective Date, Date the Company Borrower may, by written notice to the Administrative Agent, executed by the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "'Prospective Lender"'), which may include any existing Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000250,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not to be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 A to the Fourth Amendment shall be deemed to have been amended to reflect the Commitment of the additional Prospective Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 A to the Fourth Amendment shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (ba) and (cb) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyBorrower. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.052.02; provided that upon the occurrence of any Default, each Prospective Lender shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that all Loans outstanding are owned by the Lenders ratably in accordance with their respective Commitments."
(g) Amendment of Section 4.02. Section 4.02 is revised by inserting a new paragraph (c) thereof that reads as follows:
Appears in 1 contract
Increase in Commitments. After (a) Subject to the Effective Dateterms and conditions contained in this Section 2.14, Borrower may request that the Company mayAggregate Commitments be increased to a principal amount not to exceed Forty-Five Million Dollars ($45,000,000). Any such request shall be in writing and delivered to the Administrative Agent and each Lender. Such increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase, and/or (ii) subject to clause (c) below, adding one or more commercial banks or other Persons as a party hereto (each an “Additional Lender”) with a Commitment in an amount agreed to by written notice any such Additional Lender.
(b) Any increase in the Aggregate Commitments pursuant to this Section 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the later to occur of (i) the date on which Borrower has delivered to the Administrative Agent a certified copy of resolutions of its board of directors, in form and substance reasonably acceptable to the Administrative Agent, executed by authorizing such increase and (ii) the Company Administrative Agent and one each Lender has received and accepted the applicable increase letter (in the case of an increase in the Commitment of an existing Lender) or more financial institutions assumption letter (any such financial institution referred to in this Section being called a "Prospective the case of the addition of an Additional Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders each in a form acceptable to be increased Administrative Agent.
(or cause Commitments to be extended by the Prospective Lenders, as the case may bec) in an amount for each Prospective No Additional Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to added as a party hereto without the approval written consent of the Administrative Agent Agent, the L/C Issuer and the Swing Line Lender (which approval consents shall not be unreasonably withheldwithheld or delayed), and no increase in the Aggregate Commitments may be effected pursuant to clause (b) and above if a Default exists.
(cd) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the The Administrative Agent a duly executed Accession Agreement. Increases shall promptly notify Borrower and new the Lenders of any increase in the amount of the Aggregate Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section 2.14 and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession AgreementCommitment and Pro Rata Share of each Lender after giving effect thereto. Upon Borrower acknowledges that, in order to maintain Loans in accordance with each Lender’s Pro Rata Share, a reallocation of the effectiveness of any Accession Agreement to which any Prospective Lender is Commitments as a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations result of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no non-pro-rata increase in the aggregate Aggregate Commitments (may require prepayment or in the Commitment conversion of any Lender) shall become effective under this Section unless, all or portions of certain Loans on the date of such increase, increase (and any such prepayment or conversion shall be without premium or penalty but subject to the conditions set forth in paragraphs (b) and (c) provisions of Section 4.03 3.4).
(e) This Section shall be satisfied (with all references supersede any provision in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior Section 10.1 to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.
Appears in 1 contract
Increase in Commitments. After The Borrower may, on any Business Day prior to the Effective Termination Date, with the Company maywritten consent of the Administrative Agent, increase the aggregate amount of the Commitments by written notice delivering an Increase Request substantially in the form attached hereto as Exhibit E (or in such other form acceptable to the Administrative Agent, executed by ) to the Company and one or more financial institutions Administrative Agent at least five (any 5) Business Days prior to the desired effective date of such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause increase (the Commitments of the Prospective Lenders to be increased “Increase”) identifying an additional Lender (or cause Commitments to be extended by additional Commitment for an existing Lender) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment); provided, however, that that:
(a) the aggregate amount of all such Increases shall not exceed $10,000,000 and any such Increase shall be in an amount not less than $5,000,000 (or such lesser amount then agreed to by the Lenders' Commitments Administrative Agent);
(b) no Default shall have occurred and be continuing at the time of the request or the effective date of the Increase; and
(c) each of the representations and warranties set forth in Section 6 and in the other Loan Documents shall be and remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on the effective date of such Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of the Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 2.1 shall be deemed amended to reflect the Increase and the new Lender (or, if applicable, existing Lender) shall advance Loans in an amount sufficient such that after giving effect to such increase its Loans each Lender shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, have outstanding its Percentage of all Loans outstanding under the Commitments. It shall be subject a condition to such effectiveness that the approval Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.9. The Borrower agrees to pay the expenses of the Administrative Agent (which approval shall not be unreasonably withheldincluding reasonable attorneys’ fees) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party relating to this Agreement by completing and delivering any Increase. Notwithstanding anything herein to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereundercontrary, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective no Lender shall thereafter be deemed have any obligation to be a party to this Agreement increase its Commitment and no Lender’s Commitment shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Commitment.
Appears in 1 contract
Increase in Commitments. After (a) The Borrowers may from time to time after the Effective Date, Original Closing Date elect to increase the Company may, by written notice to the Administrative Agent, executed by the Company and Revolv- ing Credit Commitments (“Increased Commitments”) or enter into one or more financial institutions Classes of term loans (any such financial institution referred to in this Section being called a "Prospective Lender"each, an “In- cremental Term Loan”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the in each case may be) in an aggregate principal amount for each Prospective Lender set forth in such noticeof not less than $25.0 million so long as, providedafter giving effect thereto, however, that (a) the aggregate amount of the Lenders' all such Increased Commitments after giving effect to and all such Incremental Term Loans does not exceed $125.0 million. The Borrowers may arrange for any such increase shall or Class to be provided by one or more Lenders (each Lender so agreeing to an increase in no event exceed $600,000,000its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other enti- ties (beach such new bank, financial institution or other entity, an “Augmenting Lender”) not currently a Lender; pro- vided that each Prospective Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, if not already a Lender hereunder, ) shall be subject to the approval of the Parent Borrower and the Administrative Agent (which approval shall such consents not to be unreasonably withheld) and, in the case of an Increased Commitment, each Issuing Bank and Swingline Lender (c) each Prospective Lendersuch consents not to be unreasonably withheld). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent a duly executed Accession Agreementand the Parent Borrower (without the consent of any other Loan Party), to effect the provisions of this Section 2.12. Increases Increased Commitments and new Commitments Incremental Term Loans created pursuant to this Section 2.12 shall become effective (A) in the case of Prospective Lenders already parties hereunder, ef- fective on the date specified in agreed by the notice delivered pursuant to this Section Parent Borrower, the Administrative Agent and (B) in the case of Prospective relevant Increasing Lenders not already parties hereunder, on or Augmenting Lenders and the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Administrative Agent shall notify each Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lenderthereof. Notwithstanding the foregoingforego- ing, no increase in the aggregate Revolving Credit Commitments and no Incremental Term Loan shall be permitted under this clause unless (or i) on the proposed date of the effectiveness of such increase in the Commitment of any Lender) shall become effective under this Section unless, on the date Revolving Credit Commitments or borrowing of such increaseIncremental Term Loan, the conditions set forth in paragraphs (b) and (c) of Section 4.03 6.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Admin- istrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyParent Borrower, (ii) the Parent Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn) with Section 9.14 and the Financial Covenants, (iii) the Parent Borrower shall have delivered or caused to be delivered legal opinions and other documents reasonably requested by the Administrative Agent in connection with any such transaction and (iv) the Senior Secured Leverage Ratio of the Parent Borrower, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn), is less than or equal to 3.40:1.00. Following On the effective date of any increase in the Revolving Credit Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make avail- able to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such in- crease and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstand- ing Loans of all the Lenders to equal each such Lender’s pro rata share of such outstanding Loans, and (ii) on the date of such increase, (a) if there are Revolving Credit Loans then outstanding, the Borrowers shall prepay such Re- volving Credit Loans (and pay any additional amounts required pursuant to Section 5.03 in connection therewith), and borrow Revolving Credit Loans from the relevant Increasing Lender(s) and/or Augmenting Lender(s), as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Credit Loans will be held ratably by the Revolving Credit Lenders (including the relevant Increasing Lender(s) and/or Augmenting Lender(s)) in accordance with their respective Revolving Credit Commitments after giving effect to the applicable Increased Commitment(s) and (b) if there are Swingline Loans or Letters of Credit then outstanding, the participa- tions of the Revolving Credit Lenders in such Swingline Loans or Letters of Credit, as the case may be, will be au- tomatically adjusted to reflect the Revolving Credit Percentage Shares of all the Revolving Credit Lenders (includ- ing each relevant Increasing Lender and/or Augmenting Lender) after giving effect to the applicable Increased Commitment(s). The Administrative Agent and the Lenders hereby agree that the borrowing notice, minimum bor- rowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not ap- ply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursu- ant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrowers pur- suant to the provisions of Section 5.03 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement provid- ing for such Incremental Term Loans; provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) Incremental Term Loans shall not participate on a Lender's greater than pro rata basis with the Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Applicable Margin for the Term Loans shall be increased to the extent required so that the Yield of any such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any period after the Term Loan Maturity Date. Any Increased Commitments shall be on the same terms and conditions as the existing Revolving Credit Commitments. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Revolving Credit Commitments, provide an Increased Commitment or any extension of provide a new Commitment commitment with respect to an Incremental Term Loan pursuant to this paragraph, Section and any Standby Loans outstanding prior election to do so shall be in the sole discretion of such Lender.
(b) This Section 2.12 shall override any provisions in Section 12.04 to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.
Appears in 1 contract
Increase in Commitments. After (a) During the Effective DateRevolving Credit Period, the Company mayBorrower may on one or more occasions, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), executed by the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Augmenting Lender"”), which may include any Lender, cause Commitments to be made available by the Augmenting Lenders (or cause the Commitments of the Prospective Augmenting Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersincreased, as the case may be) in an amount for each Prospective Augmenting Lender set forth in such notice, provided, however, ; provided that (ai) the aggregate amount of the Lenders' Commitments after giving effect all such increases pursuant to such increase this Section shall in no event not exceed $600,000,000500,000,000, (bii) each Prospective Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and (ciii) each Prospective Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreementaccession agreement in a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase in the total Commitments (which shall be the lesser of (x) a minimum aggregate amount of $20,000,0000 or any larger multiple of $5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective. Increases and new Commitments created pursuant to this Section 2.10(a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender2.10(a). Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.10(a) unless, (i) on the date of such increase, the conditions set forth in paragraphs (bSections 3.02(b) and 3.02(d) (cwithout giving effect to the parenthetical in Section 3.02(d)) of Section 4.03 shall be satisfied (with all references in such paragraphs to as though a Borrowing were being deemed to be references to made on such increasedate) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Company. Following Borrower, and (ii) the Agent shall have received (to the extent requested by the Agent reasonably in advance of such date) documents consistent with those delivered under Sections 3.01(c) and 3.01(d) as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase.
(b) At the time that any increase in the total Commitments pursuant to Section 2.10(a) (a “Commitment Increase”) becomes effective, if any Committed Loans are outstanding, the Borrower shall prepay in accordance with Section 2.14 the aggregate principal amount of a all Committed Loans outstanding (the “Initial Loans”); provided that (i) nothing in this Section shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Borrowings hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required to the extent that, after giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase.
(c) At the time that any Commitment Increase becomes effective, if any Letters of Credit or Swingline Loans issued or made, as applicable, hereunder remain outstanding, each Lender's participation in such Letters of Credit and Swingline Loans will be adjusted in accordance with such Lender's Applicable Percentage, after giving effect to such Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Increase.
Appears in 1 contract
Sources: Credit Agreement (Aetna Inc /Pa/)
Increase in Commitments. After (a) The Borrower shall have the Effective Dateright, at any time prior to the Company may, date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed Conformed Credit Agreement - Page 58 140760.01015/104831797v.13 $55,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, and the Administrative Agent, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion.
(b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by the Required Lenders and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other 140760.01015/104831797v.13 modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by the Company Borrower and one each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or more financial institutions an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such financial institution referred representation or warranty is expressly stated to have been made as of a specific date, in this Section being called a "Prospective Lender"which case such representation or warranty is true and correct as of such date), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may bey) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments immediately after giving effect to such increase shall Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no event exceed $600,000,000Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (bincluding any Borrowings in connection therewith and the application of the proceeds thereof);
(E) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of unless waived by the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lenderthe Additional Lender(s), if not already any, an opinion or opinions of counsel for the Borrower and the Guarantors, in a Lender hereunderform satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, shall become a party to this Agreement by completing and delivering addressed to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall become effective have reasonably requested; and
(AF) in such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request.
(ii) In the case of Prospective Lenders already parties hereunderany Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, on the date specified applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partyCommitment Increase Date, (i) such Prospective Lender the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsrepaid, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have been made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Period specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the 140760.01015/104831797v.13 Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Commitment Revolver Commitments of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant all Lenders after giving effect to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be Increase. The deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans payments made pursuant to Sections 2.01 and 2.05clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (HMS Income Fund, Inc.)
Increase in Commitments. After the Effective Date, the Company (a) The Borrowers may, by written notice to the Administrative Agent, Agent executed by the Company Borrowers and one or more banks or other financial institutions (any such bank or other financial institution referred to in this Section clause (a) being called a an "Prospective Augmenting Lender"), which may include any Lender, cause the Commitments of the Prospective Augmenting Lenders to be increased (or cause Commitments to be extended by the Prospective Augmenting Lenders, as the case may be) in an amount for each Prospective Augmenting Lender set forth in such noticenotice and an aggregate amount not less than $50,000,000, provided, however, that (a) the aggregate amount of the Lenders' total Commitments after giving effect to such increase shall in no event exceed be increased to an amount greater than $600,000,000; provided further, (b) that each Prospective Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section clause (a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders paragraph. Each existing Lender whose Commitment is not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase increased pursuant to this Section in the Commitment of 2.23 is hereby referred to as a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such "Non-Increasing Lender". Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any Lender) shall become effective under this Section paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.01 shall be satisfied (with all references in such paragraphs to a Borrowing Credit Event being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of a Lender's Commitment or any extension the Lenders) documents consistent with those delivered on the Closing Date under clauses (a) and (c) of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior Section 4.02 as to the effectiveness of such increase or extension shall continue outstanding until the ends corporate power and authority of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant Borrower to Sections 2.01 and 2.05borrow hereunder after giving effect to such increase.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the Company mayThe Borrower may at any time and from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"an “Increasing Bank”), which may include any LenderTranche A-1 Bank, cause the Tranche A-1 Commitments of the Prospective Lenders Increasing Banks to be increased (or cause Commitments the Increasing Banks to be extended by the Prospective Lenders, as the case may beextend new Tranche A-1 Commitments) in an amount for each Prospective Lender Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided, however, provided that (ai) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Tranche A-1 Commitments and increases in existing Tranche A-1 Commitments becoming effective under this paragraph during the aggregate amount term of the Lenders' Commitments after giving effect to such increase this Agreement shall in no event not exceed $600,000,000200,000,000 in the aggregate, (biii) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Increases New Tranche A-1 Commitments and new increases in Tranche A-1 Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.052.
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Increase in Commitments. After the Effective Date, the Company may(a) Alcoa may from time to time, by written notice to the Administrative Agent, executed by the Company Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of increases in Commitments under this Section 2.20, the Lenders' Commitments after giving effect to such increase aggregate amount of increases in commitments under Section 2.20 of the 2004 Five-Year Credit Agreement and the aggregate amount of increases in commitments under Section 2.20 of the 2005 Five-Year Credit Agreement, in each case during the term of this Agreement, shall in no event not exceed $600,000,000500,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyAlcoa. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender. ACCESSION AGREEMENT dated as of [•], among [ ] (the “Acceding Lender”), ALCOA INC., a Pennsylvania corporation (“Alcoa”), and 2.05JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
A. Reference is made to the Credit Agreement (Five-Year) dated as of April 25, 2003 (as amended from time to time, the “Credit Agreement”), among Alcoa, the Lenders and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
C. Pursuant to Section 2.20(a) of the Credit Agreement, Alcoa has invited the Acceding Lender, and the Acceding Lender desires, to become a party to the Credit Agreement and to assume the obligations of a Lender thereunder. The Acceding Lender is entering into this Agreement in accordance with the provisions of the Credit Agreement in order to become a Lender thereunder. Accordingly, the Acceding Lender, Alcoa and the Administrative Agent agree as follows:
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Increase in Commitments. After the Effective Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) Upon at least ten (10) Business Days’ notice (or such lesser amount as may be agreed by the aggregate amount of the Lenders' Commitments after giving effect to such increase shall Series 2025-2 Class A-1-V Administrative Agent in no event exceed $600,000,000, (bits sole discretion) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Series 2025-2 Class A-1-V Administrative Agent (which approval who shall not be unreasonably withheld) promptly notify the Indenture Trustee, the Servicer, each Funding Agent and each Investor), the Lead Issuer may deliver notice substantially in the form of Exhibit F hereto (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering or such other form reasonably satisfactory to the Series 2025-2 Class A-1-V Administrative Agent Agent) (each, a duly executed Accession Agreement. Increases and new Commitments created pursuant “Commitment Increase Notice”) to this Section shall become effective (A) effect an increase in the case of Prospective Lenders already parties hereunder, on aggregate Commitment Amount hereunder upon the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date satisfaction of the Accession Agreement. Upon Series 2025-2 Class A-1-V Notes Availability Conditions with respect to the effectiveness amount of any Accession Agreement such increase (each, a “Commitment Increase”); provided that, no Commitment Increase of the aggregate Commitment Amount hereunder or the Series 2025-2 Class A-1-V Notes Maximum Principal Amount to which any Prospective Lender is an amount in excess of $75,000,000 may be effected unless a party, Rating Agency Confirmation and consent of each Holder of the Series 2025-2 Class A-1-V Notes are obtained; provided further that (i) such Prospective Lender shall thereafter be deemed to the requested amount of a Commitment Increase must be a party to this Agreement minimum of $5,000,000 and shall be entitled to integral multiples of $500,000 in excess thereof (or, if the difference between (x) the Series 2025-2 Class A-1-V Notes Maximum Principal Amount as of the relevant date minus (y) the aggregate Commitment Amount of all rightsCommitted Purchasers hereunder as of such date is less than $5,000,000, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder such lesser amount); and (ii) Schedule 2.01 no such Commitment Increase shall be deemed to have been amended permitted if, immediately after giving pro forma effect thereto, the aggregate Commitment Amount of all Committed Purchasers hereunder would exceed the Series 2025-2 Class A-1-V Notes Maximum Principal Amount at such time. Schedule I hereto shall be replaced in its entirety by the Schedule I delivered by the Issuers in connection with any Commitment Increase Notice to reflect the such Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs Increase.
(b) and Pursuant to each Commitment Increase Notice delivered in accordance with Section 2.09(a) hereof, the Lead Issuer (cor the Manager on its behalf) shall deliver calculations evidencing the satisfaction of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references the Series 2025-2 Class A-1-V Notes Availability Conditions after giving pro forma effect to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Increase.
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Sources: Class a 1 v Note Purchase Agreement (Uniti Group Inc.)
Increase in Commitments. After
(a) The Borrower shall have the Effective Dateright, at any time prior to the Company may, date that is one hundred eightythirty (18030) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000 (or such lesser amount as the Administrative Agent may reasonably agree), (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $55,000,000,200,000,000, and (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no. No consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the. The Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii). Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, and the Administrative Agent, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion.
(b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval, not to be unreasonably withheld, conditioned or delayed, of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. Conformed Credit Agreement - Page 71 140760.01015/126600145v.2
(d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by the Required LendersAdministrative Agent and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by the Company Borrower and one each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or more an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the Chief Financial Officerchief financial institutions officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such financial institution referred representation or warranty is expressly stated to have been made as of a specific date, in this Section being called a "Prospective Lender"which case such representation or warranty is true and correct in all material respects as of such date), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased and (or cause Commitments to be extended by the Prospective Lenders, as the case may bey) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments immediately after giving effect to such increase shall Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no event exceed $600,000,000Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (bincluding any Borrowings in connection therewith and the application of the proceeds thereof); and
(E) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of unless waived by the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lenderthe Additional Lender(s), if not already any, an opinion or opinions of counsel for the Borrower and the Guarantors, in a Lender hereunderform satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, shall become a party to this Agreement by completing and delivering addressed to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderLenders, on the date specified in the notice delivered pursuant to this Section together with such other documents, instruments and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender certificates as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.reasonably requested; and
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Increase in Commitments. After The Borrower may, from time to time, on any Business Day prior to the Effective Termination Date, increase the Company may, aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent, executed by Agent at least five (5) Business Days prior to the Company and desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective additional Lenders to be increased (or cause additional Commitments to be extended for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment(s)); provided, however, that (ai) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldincurred to an amount in excess of $125,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (civ) each Prospective Lender, if all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already a Lender hereunderqualified by materiality, shall become a party to this Agreement by completing otherwise in all respects) at the time of such request and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of such Commitment Amount Increase (except to the Accession Agreementextent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of any Accession Agreement Loans. It shall be a condition to which any Prospective Lender is a party, such effectiveness that (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of if any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, Eurodollar Loans are outstanding on the date of such increaseeffectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.03 such Eurodollar Loans shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references prepaid on such date and the Borrower shall pay any amounts owing to such increasethe Lenders pursuant to Section 1.10 hereof and (ii) the Borrower shall not have terminated any portion of the Commitments pursuant to Section 1.11 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and, solely to the extent agreed upon in writing between Administrative Agent and the Borrower (it being acknowledged that Borrower shall have received a certificate no obligation to that effect dated enter into any such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraphagreement), any Standby Loans outstanding prior arrangement fees related thereto. Notwithstanding anything herein to the effectiveness of such contrary, no Lender shall have any obligation to increase or extension its Commitment and no Lender’s Commitment shall continue outstanding until the ends of the respective Interests Periods applicable be increased without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Commitment.
Appears in 1 contract
Increase in Commitments. (a) After the Effective Restatement Date, the Company Borrower may, by written upon at least thirty (30) days’ notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already promptly provide a Lender hereunder, shall become a party to this Agreement by completing and delivering copy of such notice to the Administrative Agent a duly executed Accession Agreement. Increases Lenders), propose to increase the amount of the Commitments in an aggregate minimum amount of $25,000,000 and new Commitments created an aggregate maximum amount for all increases pursuant to this Section shall become effective 2.13 not to exceed $400,000,000 (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness amount of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs “Increased Commitments”) provided that (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed signed by a Financial Designated Officer dated as of the Companydate of such increase (the “Increase Effective Date”) in form and substance satisfactory to the Administrative Agent stating that (x) the representations and warranties contained in Article V are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01 and (y) no Default has occurred and is continuing and (ii)(x) upon the reasonable request of any Lender or Additional Lender providing the Increased Commitments, made at least five days prior to the Increase Effective Date, the Borrower shall have provided to such Lender or Additional Lender, as applicable, and such Lender or Additional Lender, as applicable, shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two days prior to the Increase Effective Date and (y) at least two days prior to the Increase Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered, to each Lender that so requests a Beneficial Ownership Certification.
(b) The Borrower may offer the Increased Commitments to: (i) any Lender party to this Agreement; provided, that any Lender offered an Increased Commitment shall have no obligation to accept such Increased Commitment; or (ii) any other Eligible Assignee acceptable to the Administrative Agent and which agrees to become a party to this Agreement (an “Additional Lender”); provided that the Commitment of each such Lender or Additional Lender equals or exceeds $10,000,000. Following The sum of (1) the aggregate amount of Commitment increases of any increase of a Lender's Commitment or any extension of a new Commitment existing Lenders pursuant to this paragraph, subsection (b) plus (2) the aggregate amount of any Standby Loans outstanding prior Commitments of Additional Lenders shall not in the aggregate exceed the total amount of the Increased Commitments.
(c) An increase in the aggregate amount of the Commitments pursuant to this Section 2.13 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the effectiveness Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such increase or extension shall continue outstanding until Lenders and setting forth the ends agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the respective Interests Periods applicable thereto, Borrower with respect to the Increased Commitments and shall then be repaid or refinanced such opinions of counsel for the Borrower with new Standby Loans made pursuant respect to Sections 2.01 and 2.05the Increased Commitments as the Administrative Agent may reasonably request.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the The Company may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Lenders), executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Increasing Lender"”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (or cause the Commitments of the Prospective Increasing Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersincreased, as the case may be) in an amount not less than $10,000,000 and in an aggregate amount that is an integral multiple of $1,000,000 for each Prospective Increasing Lender set forth in such notice, provided, however, that (a) the aggregate amount of all new Commitments and increases in existing Commitments pursuant to this paragraph during the Lenders' Commitments after giving effect to such increase term of this Agreement shall in no event exceed $600,000,000150,000,000, (b) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession AgreementSection. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderhereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase and executed by the chief financial officer or the chief accounting officer of the Company, to the effect that the conditions set forth in paragraphs (b), (c) and (cd) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company). Following any increase of a Lender's Commitment or any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraphSection 2.18, any Standby Loans outstanding prior to the effectiveness of such extension or increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections Section 2.01 and 2.05ratably in accordance with the respective Commitments of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Dover Corp)
Increase in Commitments. After At any time prior to the Effective applicable Maturity Date, the Company mayTime Warner may from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Lenders) executed by the Company Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such financial institution institution, which may include any Lender, referred to in this Section being called a "Prospective an “Increasing Lender"), which may include any Lender, ”) cause the Tranche One Commitments and/or the Tranche Two Commitments of the Prospective Increasing Lenders to be increased (or cause the Increasing Lenders to make new Tranche One Commitments to be extended by the Prospective Lendersand/or Tranche Two Commitments, as the case may beapplicable) in an amount for each Prospective Increasing Lender (which shall not be less than $5,000,000) set forth in such notice, provided, however, ; provided that (ai) no Lender shall have any obligation to increase its Commitment of either Class pursuant to this Section, (ii) all new Tranche One Commitments and increases in existing Tranche One Commitments becoming effective under this Section during the aggregate amount term of the Lenders' Commitments after giving effect to such increase this Agreement shall in no event not exceed $600,000,000500,000,000 in the aggregate, (biii) all new Tranche Two Commitments and increases in existing Tranche Two Commitments becoming effective under this Section during the term of this Agreement shall not exceed $500,000,000 in the aggregate, (iv) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject reasonably satisfactory to the approval of (A) the Administrative Agent and (B) each Swingline Lender, Issuing Bank and Yen Fronting Lender whose approval would be required under Section 9.04(b) if such Increasing Lender were being assigned a Commitment of the same Class (which approval approvals, in the case of both (A) and (B), shall not be unreasonably withheld) and ), (cv) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and Time Warner (an “Accession Agreement”) and (vi) no Default or Event of Default has occurred and is continuing. Increases New Commitments and new increases in Commitments created of any Class pursuant to this Section (a “Commitment Increase”) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date (the “Increase Effective Date”) specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender of the applicable Class hereunder and subject to all obligations of a Lender of the applicable Class hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional applicable Class of such Increasing Lender as provided in such Accession Agreement. Upon On the Increase Effective Date, (i) the aggregate principal amount of the Borrowings of the applicable Class of Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender that shall have had a Commitment of the applicable Class of Revolving Loans prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies), an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) of the applicable Class and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, (iii) each Increasing Lender that shall not have had a Commitment of the applicable Class prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies) an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender of the applicable Class (in the applicable Currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (v) after the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderIncrease, Schedule 2.01 the Borrowers shall be deemed to have been amended to reflect made new Borrowings (the increased Commitment of such Lender. Notwithstanding the foregoing, no increase “Subsequent Borrowings”) in amounts (in the aggregate Commitments Currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and Class and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (or in vi) each Lender shall hold its Applicable Percentage of the applicable Class of each Subsequent Borrowing of the applicable Class (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay to the Administrative Agent for the account of any Lender) shall become effective under this Section unless, on each Lender of the date of such increase, the conditions applicable Class as set forth in paragraphs (b) Section 2.17 any and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and accrued but unpaid interest on its Loans comprising the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer Initial Borrowings of the Companyapplicable Class. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans The deemed payments made pursuant to Sections 2.01 and 2.05clause (i) above shall be subject to compensation by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Sources: Credit Agreement (Time Warner Inc.)
Increase in Commitments. After the Effective Date, the Company mayThe Borrower may at any time and from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"an “Increasing Bank”), which may include any LenderBank, cause the Commitments of the Prospective Lenders Increasing Banks to be increased (or cause Commitments the Increasing Banks to be extended by the Prospective Lenders, as the case may beextend new Commitments) in an amount for each Prospective Lender Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided, however, provided that (ai) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the aggregate amount term of the Lenders' Commitments after giving effect to such increase this Agreement shall in no event not exceed $600,000,000350,000,000 in the aggregate, (biii) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement2.17. Upon the effectiveness of any Accession Agreement to which any Prospective Lender Increasing Bank is a party, (i) such Prospective Lender Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender Bank hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party Bank hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Total Commitments (or in the Commitment of any LenderBank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under this Section unless3.01(a)(ii) through (v), giving effect to such increase, (ii) on the effective date of such increase, the conditions representations and warranties of the Borrower and the Guarantors set forth in paragraphs (b) and (c) of Section 4.03 this Agreement shall be satisfied (with true and correct in all references in such paragraphs to a Borrowing being deemed to material respects and no Default shall have occurred and be references to such increase) continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following Borrower, and (iii) (x) upon the reasonable request of any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or extension shall continue outstanding until 10.01 to the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.
Appears in 1 contract
Increase in Commitments. After (a) The Borrower shall have the Effective Dateright, at any time and from time to time after the Company may, Closing Date by written notice to and in consultation with the Administrative Agent, executed to request an increase in the aggregate Revolver Commitments (but not the limitation on the amount of Swing Advances specified in Section 2.01(b) or the amount of Letter of Credit Obligations specified in Section 11.02(b)) (each such requested increase, a “Commitment Increase”), by the Company and having one or more financial institutions existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such financial institution referred to request for a Commitment Increase shall be in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate minimum amount of the Lenders' Commitments $10,000,000, (ii) immediately after giving effect to such increase any Commitment Increase, (y) the aggregate Revolver Commitments shall in no event not exceed $600,000,000250,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $100,000,000, (iii) no Default shall have occurred and be continuing on
(b) each Prospective Lender, if not already a Each Additional Lender hereunder, must qualify as an Eligible Assignee (the selection of which shall be subject to include the prior approval of the Administrative Agent). The Borrower, the other Loan Parties and each Additional Lender shall execute a joinder agreement, and the Borrower, the other Loan Parties and each Lender shall execute all such other documentation as the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lenderthe Borrower may reasonably require, if not already a Lender hereunder, shall become a party to this Agreement by completing all in form and delivering substance reasonably satisfactory to the Administrative Agent a duly executed Accession Agreementand the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e). Increases and new (c) If the aggregate Revolver Commitments created pursuant to are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Maturity Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. Each of the Accession Agreement. Upon Borrower, the effectiveness of any Accession Agreement to which any Prospective Lender is a partyGuarantors, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement the Lenders and shall be entitled to all rights, benefits the Administrative Agent acknowledges and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the agrees that each Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, Increase meeting the conditions set forth in paragraphs this Section 2.14 (bx) shall not require the consent of any Guarantor or any Lender other than the Increasing Lenders and Additional Lenders who have agreed to make such Commitment Increase and shall not constitute an amendment, modification or waiver subject to Section 9.05 and (cy) subject to clause (d) of this Section 4.03 2.14, shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer effective as of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Increase Date.
Appears in 1 contract
Sources: Credit Agreement (Ugi Corp /Pa/)
Increase in Commitments. After the Effective Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) Upon at least ten (10) Business Days’ notice (or such lesser amount as may be agreed by the aggregate amount of the Lenders' Commitments after giving effect to such increase shall Series 2026-1 Class A-1-V Administrative Agent in no event exceed $600,000,000, (bits sole discretion) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Series 2026-1 Class A-1-V Administrative Agent (which approval who shall not be unreasonably withheld) promptly notify the Indenture Trustee, the Servicer, each Funding Agent and each Investor), the Issuer may deliver notice substantially in the form of Exhibit F hereto (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering or such other form reasonably satisfactory to the Series 2026-1 Class A-1-V Administrative Agent Agent) (each, a duly executed Accession Agreement. Increases and new Commitments created pursuant “Commitment Increase Notice”) to this Section shall become effective (A) effect an increase in the case of Prospective Lenders already parties hereunder, on aggregate Commitment Amount hereunder upon the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date satisfaction of the Accession Agreement. Upon Series 2026-1 Class A-1-V Notes Availability Conditions with respect to the effectiveness amount of any Accession Agreement such increase (each, a “Commitment Increase”); provided that, no Commitment Increase of the aggregate Commitment Amount hereunder or the Series 2026-1 Class A-1-V Notes Maximum Principal Amount to which any Prospective Lender is an amount in excess of $150,000,000 may be effected unless a party, Rating Agency Confirmation and consent of each Holder of the Series 2026-1 Class A-1-V Notes are obtained; provided further that (i) such Prospective Lender shall thereafter be deemed to the requested amount of a Commitment Increase must be a party to this Agreement minimum of $5,000,000 and shall be entitled to integral multiples of $500,000 in excess thereof (or, if the difference between (x) the Series 2026-1 Class A-1-V Notes Maximum Principal Amount as of the relevant date minus (y) the aggregate Commitment Amount of all rightsCommitted Purchasers hereunder as of such date is less than $5,000,000, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder such lesser amount); and (ii) Schedule 2.01 no such Commitment Increase shall be deemed to have been amended permitted if, immediately after giving pro forma effect thereto, the aggregate Commitment Amount of all Committed Purchasers hereunder would exceed the Series 2026-1 Class A-1-V Notes Maximum Principal Amount at such time. Schedule I hereto shall be replaced in its entirety by the Schedule I delivered by the Issuer in connection with any Commitment Increase Notice to reflect the such Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs Increase.
(b) and Pursuant to each Commitment Increase Notice delivered in accordance with Section 2.09(a) hereof, the Issuer (cor the Manager on its behalf) shall deliver calculations evidencing the satisfaction of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references the Series 2026-1 Class A-1-V Notes Availability Conditions after giving pro forma effect to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Increase.
Appears in 1 contract
Increase in Commitments. After (a) At any time prior to the Effective Business Day immediately preceding the Maturity Date, the Company mayBorrower shall have the right, in consultation and coordination with the Agent, to request (by written notice to the Administrative Agent), executed by the Company and one or more financial institutions increases in the amount of the Term Loan Commitments (each such increase, “Term Loan Commitment Increase”); provided that;
(i) at the time of any such financial institution request and upon the effectiveness of any Incremental Amendment (as defined below) referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause below and the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersdate that such Term Loan Commitment Increase becomes effective, as the case may be, no Default or Event of Default shall have occurred and be continuing or would result therefrom;
(ii) all representations and warranties contained in an this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date that such Term Loan Commitment Increase becomes effective, as the case may be (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date;
(iii) the Borrower shall be in pro forma compliance with the covenants in Section 6.12;
(iv) each Term Loan Commitment Increase shall be in a combined minimum principal amount for each Prospective Lender set forth in such notice, provided, however, that of $5,000,000;
(av) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. all Term Loan Commitment Increases and new Commitments created pursuant to this Section 2.15 shall become effective not exceed $100,000,000 for a total aggregate Term Loan Commitment Amount of not more than $250,000,000.00; and
(Avi) in the case Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer of Prospective Lenders already parties hereunderthe Borrower, on certifying compliance with the date specified in requirements of each of the preceding clauses (i) - (vi).
(b) Each notice delivered from Borrower pursuant to this Section 2.15 shall set forth the requested amount and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date proposed terms of the Accession Agreement. Upon the effectiveness of relevant Term Loan Commitment Increase.
(c) Term Loan Commitment Increases may be provided, by any Accession Agreement to which existing Lender or by any Prospective Lender is a partyother Eligible Assignee (any such other bank or other financial institution being called an “Additional Lender”), (i) such Prospective provided that no existing Lender shall thereafter be deemed obligated to be a party to this Agreement and provide any Term Loan Commitment Increase, unless it so agrees in its sole discretion. Commitments in respect of Term Loan Commitment Increases shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate become Commitments (or in the Commitment case to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (each, an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Agent. The Incremental Amendment may, without the consent of any Lender) shall become effective under other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrower, to effect the provisions of this Section unless, on the date 2.15.
(d) The effectiveness of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 any Incremental Amendment shall be satisfied subject to (with all references i) the delivery of an acknowledgement in such paragraphs form and substance reasonably satisfactory to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer each Guarantor acknowledging that such Term Loan Commitment Increases shall constitute (and be included in the definition of) “Obligations” under each Guaranty of such Guarantor and (ii) the Company. Following any increase delivery by the Credit Parties of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraphsuch technical amendments, any Standby Loans outstanding prior modifications and/or supplements to the effectiveness of such increase or extension shall continue outstanding until respective Loan Documents as are reasonably requested by the ends of Agent to ensure that the respective Interests Periods applicable theretoIncremental Term Loans (and related Obligations) and are entitled to the benefits of, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05the relevant Loan Documents.
Appears in 1 contract
Sources: Term Loan Agreement (CNL Healthcare Properties, Inc.)
Increase in Commitments. After (a) The Borrower shall have the Effective Dateright, at any time prior to the Company may, date that is thirty (30) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Conformed Credit Agreement - Page 72 140760.01015/130833253v.5 Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000 (or such lesser amount as the Administrative Agent may reasonably agree), (ii) immediately after giving effect to any Commitment Increase, the aggregate Revolver Commitments shall not exceed $200,000,000, and (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase. No consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase. The Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender. Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing ▇▇▇▇▇▇’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional ▇▇▇▇▇▇, and the Administrative Agent, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion.
(b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval, not to be unreasonably withheld, conditioned or delayed, of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: Conformed Credit Agreement - Page 73 140760.01015/130833253v.5
(A) a supplement to this Agreement signed by the Administrative Agent and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by the Company Borrower and one each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or more an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the chief financial institutions officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such financial institution referred representation or warranty is expressly stated to have been made as of a specific date, in this Section being called a "Prospective Lender"which case such representation or warranty is true and correct in all material respects as of such date), which may include any Lenderand (y) no Default or Event of Default has occurred and is continuing, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments both immediately before and after giving effect to such increase shall Commitment Increase (including any Borrowings in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to connection therewith and the approval application of the Administrative Agent proceeds thereof); and
(which approval shall not be unreasonably withheldE) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to such other documents or items that the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective Agent, the Lenders or their counsel may reasonably request.
(Aii) in In the case of Prospective Lenders already parties hereunderany Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, on the date specified applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partyCommitment Increase Date, (i) such Prospective Lender the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsrepaid, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have been amended made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to reflect the Commitment aggregate principal amount of the additional Lender as provided Initial Advances and of the types and for the Interest Period specified in such Accession Agreement. Upon the effectiveness a Notice of any increase pursuant Borrowing delivered to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced in accordance with new Standby Loans made pursuant to Sections 2.01 and 2.05.Section 2.01,
Appears in 1 contract
Increase in Commitments. After (a) During the Effective DateRevolving Credit Period, the Company Borrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), executed request at any time or from time to time that the total Commitments be increased; provided that (i) the aggregate amount of all such increases pursuant to this Section shall not exceed $125,000,000, (ii) the Borrower shall offer each Bank the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount, and (iii) each Bank, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Banks shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Company and Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this Section being called a "Prospective Lender"an “Augmenting Bank”), which may include any LenderBank, cause the to extend Commitments of the Prospective Lenders to be increased (or cause increase its existing Commitments to be extended by the Prospective Lenders, as the case may be) in an aggregate amount for each Prospective Lender set forth in such notice, provided, however, equal to the unsubscribed amount; provided that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (bi) each Prospective LenderAugmenting Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (cii) each Prospective LenderAugmenting Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreementaccession agreement in a form satisfactory to the Agent and the Borrower. Increases and new Commitments created pursuant to this Section paragraph (a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lenderparagraph. Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any LenderBank) shall become effective under this Section paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs clauses (b) and (cd) of Section 4.03 3.02 shall be satisfied (with all references in such paragraphs to as though a Borrowing were being deemed to be references to made on such increasedate) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraphBorrower, any Standby Loans outstanding prior and (ii) the Agent shall have received (to the effectiveness extent requested by the Agent reasonably in advance of such increase or extension shall continue outstanding until date) documents consistent with those delivered under clauses (c) and (d) of Section 3.01 as to the ends corporate power and authority of the respective Interests Periods applicable thereto, Borrower to borrow hereunder and shall then be repaid or refinanced with new Standby Loans made pursuant as to Sections 2.01 and 2.05the enforceability of this Agreement after giving effect to such increase.
Appears in 1 contract
Sources: Credit Agreement (Aetna Inc /Pa/)
Increase in Commitments. (i) After the Effective Date, the Company mayBorrowers shall have the right to increase the aggregate Revolving Commitments by obtaining additional Revolving Commitments (“Incremental Revolving Commitments” and revolving loans made thereunder, “Incremental Revolving Loans”) and the right to increase the aggregate Term Loan Commitments by written notice to the Administrative Agent, executed by the Company and obtaining additional Term Loan Commitments under a then-existing tranche and/or one or more financial institutions additional tranches of term loans (“Incremental Term Commitments” and term loans made thereunder, “Incremental Term Loans”), in each case from one or more of the Lenders and/or additional Eligible Incremental Lenders; provided that (A) any such financial institution referred to Incremental Commitment shall be in this Section being called a "Prospective Lender")minimum amount of $25,000,000, which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (aB) the aggregate amount of the Lenders' all Incremental Commitments after giving effect to such increase and Incremental Loans effected pursuant hereto shall in no event not exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject an amount equal to the approval sum of (1) $500,000,000, plus (2) the maximum amount that would result in a Senior Secured Net Leverage Ratio, on a Pro Forma Basis, of not more than 3.00 to 1.00; (C) any such new Term Lender shall have assumed all of the Administrative Agent (which approval shall not be unreasonably withheld) rights and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a “Term Lender” hereunder; (D) any such new Revolving Lender hereunder shall have assumed all of the rights and obligations of a “Revolving Lender” hereunder; (E) any such Incremental Revolving Commitments shall, subject to Section 2.10(e), be on the same terms as the other Revolving Commitments and any such Incremental Term Commitments shall, subject to Section 2.10(e), be on the same terms as the other Term Loans; and (iiF) Schedule 2.01 all of the procedures and other conditions described in this Section 2.10 shall have been satisfied; and provided, further, that the aggregate principal amount of Incremental Equivalent Debt established after the Effective Date in reliance on clause (a)(i)(B)(1) above shall result in a dollar for dollar reduction of the amount of Incremental Commitments permitted to be established pursuant to clause (a)(i)(B)(1) above. The Borrowers may elect to use clause (a)(i)(B)(2) above regardless of whether the Borrower has capacity under clause (a)(i)(B)(1) above. Further, the Borrowers may elect to use clause (a)(i)(B)(2) prior to using clause (a)(i)(B)(1), and if both clause (a)(i)(B)(2) and clause (a)(i)(B)(1) are available, unless otherwise elected by the Borrowers, then the Borrowers will be deemed to have been amended elected to reflect use clause (a)(i)(B)(2). In addition, any Indebtedness originally designated as incurred pursuant to clause (a)(i)(B)(1) shall, at the Commitment option of the additional Lender Borrowers, be reclassified as provided in incurred under clause (a)(i)(B)(2) so long as the Borrowers would meet the applicable leverage or coverage based incurrence test at such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of time on a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Pro Forma Basis.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the Company may, by written notice (a) Subject to the Administrative Agentterms and conditions set forth herein, executed by Apache shall have the Company and one or more financial institutions (any such financial institution referred right to cause from time to time an increase in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders by up to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) US$1,000,000,000 in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect (a “Commitment Increase”) by adding to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if this Agreement one or more additional financial institutions that are not already a Lender hereunder, shall be subject Lenders hereunder and that are consented to the approval of by the Administrative Agent (which approval consent shall not be unreasonably withheldwithheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (cii) each Prospective no such Commitment Increase shall cause the total amount of the Commitments to exceed US$5,000,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, if not already a Lender hereunderas applicable, shall become a party to this Agreement by completing prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective absolute discretion), (Aiv) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunderif, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the Accession Agreementreallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent.
(b) Any Commitment Increase must be requested by written notice from Apache to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit G attached hereto. Upon Once the effectiveness Notice of any Accession Agreement Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Administrative Agent) or on another date agreed to which any Prospective Lender is a partyby the Administrative Agent and Apache (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Prospective CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall thereafter be deemed to be a party Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) Borrower shall be entitled responsible to all rightspay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Administrative Agent that shall be executed and delivered by each CI Lender to the Administrative Agent on or before the Commitment Increase Effective Date, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 2.1 hereof shall be deemed amended and restated to have been amended set forth all Lenders (including any CI Lenders) that will be Lenders hereunder after giving effect to reflect the such Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 Increase (which shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) Annex I to the applicable Notice of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increaseCommitment Increase) and the Administrative Agent shall have received distribute to each Lender (including each CI Lender) a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness copy of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable theretoamended and restated Schedule 2.1, and (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05a “Lender” for all purposes under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Apache Corp)
Increase in Commitments. After (a) During the Effective DateRevolving Credit Period, the Company Borrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), executed request at any time or from time to time that the total Commitments be increased; provided that (i) the aggregate amount of all such increases pursuant to this Section shall not exceed $75,000,000, (ii) the Borrower shall offer each Bank the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount, and (iii) each Bank, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Banks shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Company and Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this Section being called a "Prospective Lender"an “Augmenting Bank”), which may include any LenderBank, cause the to extend Commitments of the Prospective Lenders to be increased (or cause increase its existing Commitments to be extended by the Prospective Lenders, as the case may be) in an aggregate amount for each Prospective Lender set forth in such notice, provided, however, equal to the unsubscribed amount; provided that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (bi) each Prospective LenderAugmenting Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (cii) each Prospective LenderAugmenting Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreementaccession agreement in a form satisfactory to the Agent and the Borrower. Increases and new Commitments created pursuant to this Section paragraph (a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lenderparagraph. Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any LenderBank) shall become effective under this Section paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs clauses (b) and (cd) of Section 4.03 3.02 shall be satisfied (with all references in such paragraphs to as though a Borrowing were being deemed to be references to made on such increasedate) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraphBorrower, any Standby Loans outstanding prior and (ii) the Agent shall have received (to the effectiveness extent requested by the Agent reasonably in advance of such increase or extension shall continue outstanding until date) documents consistent with those delivered under clauses (c) and (d) of Section 3.01 as to the ends corporate power and authority of the respective Interests Periods applicable thereto, Borrower to borrow hereunder and shall then be repaid or refinanced with new Standby Loans made pursuant as to Sections 2.01 and 2.05the enforceability of this Agreement after giving effect to such increase.
Appears in 1 contract
Sources: Credit Agreement (Aetna Inc /Pa/)
Increase in Commitments. After (a) The Borrower shall have the Effective Dateright at any time to increase the aggregate Commitments hereunder to an amount not in excess of the difference between $1,500,000,000 minus the aggregate amount of voluntary reductions in the total Commitments pursuant to Section 2.08(b)), the Company mayand in a minimum amount of $25,000,000, by written notice adding to the Administrative Agent, executed by the Company and this Agreement one or more financial institutions other lenders (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause with the Commitments consent of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to each such lender an “Additional Lender”) with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) ), each of which Additional Lenders shall be an Eligible Assignee and shall have entered into an agreement substantially in the form of Exhibit A and pursuant to which such Additional Lender shall undertake a Commitment (c) each Prospective if any such Additional Lender is a Lender, if not already its Commitment shall be in addition to such Lender’s Commitment hereunder) which such Commitment shall be in an amount at least equal to $25,000,000 or a Lender hereunderlarger multiple of $1,000,000, shall become a party to this Agreement by completing and delivering to upon the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective effectiveness of such agreement (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement such agreement being hereinafter referred to which any Prospective Lender is a party, (ias the “Increased Commitment Date”) such Prospective Additional Lender shall thereafter be deemed to be thereupon become a party to “Lender” for all purposes of this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and Agreement.
(iib) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no the increase in the aggregate Commitments hereunder pursuant to this Section 2.09 shall not be effective unless:
(or in i) the Commitment Borrower shall have given the Administrative Agent notice of any Lendersuch increase;
(ii) no Default shall become effective under this Section unless, on have occurred and be continuing as of the date of such increasethe notice referred to in the foregoing clause (i) or on the Increased Commitment Date;
(iii) if any Loans or Letters of Credit shall be outstanding hereunder, the conditions set forth Borrower shall have borrowed from each of the Additional Lenders, and the Additional Lenders shall have made, Loans to the Borrower (in paragraphs (bthe case of Term SOFR Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), the Additional Lenders shall have participated in the outstanding Letters of Credit and (cnotwithstanding the provisions of Section 2.18 hereof requiring that borrowings and prepayments be made ratably in accordance with the principal amounts of the Loans held by the Lenders and notwithstanding the provisions of Section 2.11) the Borrower shall have prepaid the Loans held by the other Lenders in such amounts as may be necessary, so that after giving effect to such Loans and prepayments, the Loans (and Interest Period(s) of Section 4.03 Term SOFR Loan(s)) shall be satisfied held by the Lenders pro rata in accordance with the respective amounts of their Commitments (as so increased); and
(iv) with all references in such paragraphs respect to any Additional Lender that is a Borrowing being deemed to be references to such increase) and Foreign Lender, the Administrative Agent shall have received a certificate an opinion of counsel as to that effect dated such date and executed by a Financial Officer the enforceability of this Agreement under the law of the Companyapplicable jurisdiction of such Foreign Lender, in form and substance satisfactory to the Administrative Agent. Following Each Lender may, but shall not have any right or obligation to, participate in any such increase. Promptly following any increase of a Lender's Commitment or any extension of a new Commitment Commitments pursuant to this paragraphSection, the Administrative Agent shall provide notice thereof to each of the Lenders.
(c) After giving effect to any Standby such increase in the Commitments, the outstanding Loans, LC Exposure and Swingline Loans outstanding prior may not be held pro rata in accordance with the new Commitment. In order to remedy the foregoing, on each Increased Commitment Date, the Lenders (including any Additional Lenders) shall reallocate the Loans, LC Exposure and Swingline Loans owed to them among themselves so that, after giving effect thereto, the Loans will be held by the Lenders (including any Additional Lenders) on a pro rata basis in accordance with their respective Applicable Percentages (after giving effect to such increase in the Commitments). Each Lender agrees to wire immediately available funds to the effectiveness Administrative Agent in accordance with this Agreement as may be required by the Administrative Agent in connection with the foregoing, and to execute any documents reasonably requested by the Administrative Agent to effectuate such changes. Notwithstanding the provisions of such increase or extension Sections 9.04(a) and (b), the reallocations so made by each Lender whose Applicable Percentage has increased shall continue outstanding until the ends be deemed to be a purchase of a corresponding amount of the respective Interests Periods applicable thereto, Loans of the Lender or Lenders whose Applicable Percentage have decreased and shall then not be repaid or refinanced with new Standby Loans made pursuant to considered an assignment for purposes of Sections 2.01 9.04(a) and 2.05(b).
Appears in 1 contract
Sources: Credit Agreement (Basin Electric Power Cooperative)
Increase in Commitments. After the Effective Date, the The Company may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Lenders), executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Increasing Lender"”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (or cause the Commitments of the Prospective Increasing Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersincreased, as the case may be) in an amount not less than $10,000,000 and in an aggregate amount that is an integral multiple of $1,000,000 for each Prospective Increasing Lender set forth in such notice, provided, however, that (a) the aggregate amount of all new Commitments and increases in existing Commitments pursuant to this paragraph during the Lenders' Commitments after giving effect to such increase term of this Agreement shall in no event exceed $600,000,000500,000,000, (b) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession AgreementSection. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderhereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase and executed by the chief financial officer or the chief accounting officer of the Company, to the effect that the conditions set forth in paragraphs (b), (c) and (cd) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company). Following any increase of a Lender's Commitment or any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraphSection 2.18, any Standby Loans outstanding prior to the effectiveness of such extension or increase or extension shall continue remain outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections Section 2.01 and 2.05ratably in accordance with the respective Commitments of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Dover Corp)
Increase in Commitments. After (a) During the Effective DateRevolving Credit Period, the Company mayBorrower may on one or more occasions, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), executed by the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Augmenting Lender"”), which may include any Lender, cause Commitments to be made available by the Augmenting Lenders (or cause the Commitments of the Prospective Augmenting Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersincreased, as the case may be) in an amount for each Prospective Augmenting Lender set forth in such notice, provided, however, ; provided that (ai) the aggregate amount of the Lenders' Commitments after giving effect all such increases pursuant to such increase this Section shall in no event not exceed $600,000,000350,000,000, (bii) each Prospective Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (ciii) each Prospective Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreementaccession agreement in a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase in the total Commitments (which shall be the lesser of (x) a minimum aggregate amount of $20,000,0000 or any larger multiple of $5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective. Increases and new Commitments created pursuant to this Section 2.08(a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender2.08(a). Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.08(a) unless, (i) on the date of such increase, the conditions set forth in paragraphs (bSections 3.02(b) and 3.02(d) (cwithout giving effect to the parenthetical in Section 3.02(d)) of Section 4.03 shall be satisfied (with all references in such paragraphs to as though a Borrowing were being deemed to be references to made on such increasedate) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Company. Following Borrower, and (ii) the Agent shall have received (to the extent requested by the Agent reasonably in advance of such date) documents consistent with those delivered under Sections 3.01(c) and 3.01(d) as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase.
(b) At the time that any increase of a Lender's Commitment or any extension of a new Commitment in the total Commitments pursuant to this paragraphSection 2.08(a) (a “Commitment Increase”) becomes effective, if any Standby Committed Loans are outstanding, the Borrower shall prepay in accordance with Section 2.12 the aggregate principal amount of all Committed Loans outstanding (the “Initial Loans”); provided that (i) nothing in this Section shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Borrowings hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase.
(c) At the effectiveness time that any Commitment Increase becomes effective, if any Letters of Credit issued hereunder remain outstanding, each Lender’s participation in such increase or extension shall continue outstanding until the ends Letters of the respective Interests Periods applicable theretoCredit will be adjusted in accordance with such Lender’s Applicable Percentage, and shall then be repaid or refinanced with new Standby Loans made pursuant after giving effect to Sections 2.01 and 2.05such Commitment Increase.
Appears in 1 contract
Increase in Commitments. After The Borrower may at any time and from time to time after the Effective Date, termination of the Company mayLimitation Period, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"an “Increasing Bank”), which may include any LenderBank, cause the Commitments of the Prospective Lenders Increasing Banks to be increased (or cause Commitments the Increasing Banks to be extended by the Prospective Lenders, as the case may beextend new Commitments) in an amount for each Prospective Lender Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided, however, provided that (ai) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the aggregate amount term of the Lenders' Commitments after giving effect to such increase this Agreement shall in no event not exceed $600,000,000200,000,000 in the aggregate, (biii) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement2.17. Upon the effectiveness of any Accession Agreement to which any Prospective Lender Increasing Bank is a party, (i) such Prospective Lender Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender Bank hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party Bank hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Total Commitments (or in the Commitment of any LenderBank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under this Section unless3.01(a)(ii) through (v), giving effect to such increase, (ii) on the effective date of such increase, the conditions representations and warranties of the Borrower and the Guarantors set forth in paragraphs (b) and (c) of Section 4.03 this Agreement shall be satisfied (with true and correct in all references in such paragraphs to a Borrowing being deemed to material respects and no Default shall have occurred and be references to such increase) continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following Borrower, and (iii) (x) upon the reasonable request of any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or extension shall continue outstanding until 10.01 to the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.
Appears in 1 contract
Increase in Commitments. After (a) Anything in this Agreement to the Effective contrary notwithstanding, at any time and from time to time prior to the Maturity Date, the Company may, by written notice to the Administrative AgentAgent (which the Administrative Agent shall promptly furnish to each Lender in the applicable Tranche), executed by the Company and request that one or more Persons (which may include any Lender, as provided below) offer to increase their Commitments under any Tranche (if they are Lenders) or to make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, in the case of any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the US Tranche and the US Dollar Equivalent of $5,000,000 in the case of the European Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed the US Dollar Equivalent of $75,000,000. No more than two Tranche Increases shall be made during the term of this Agreement. The Company may arrange for one or more banks or other financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender")institutions, which may include any Lender, cause to extend applicable Commitments or increase their existing applicable Commitments in an aggregate amount equal to the Commitments amount of the Prospective Lenders Tranche Increase. In the event that one or more of such Persons offer to be increased (increase or cause enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Commitments to be extended allocated to the respective Persons making such offers and the fees (if any) to be payable by the Prospective LendersCompany in connection therewith, as the case may be) in an amount for each Prospective Lender set forth in Company, any other applicable Borrower, such noticePersons, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) execute and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party deliver an appropriate amendment to this Agreement by completing and delivering (or other appropriate documentation reasonably acceptable to the Administrative Agent a duly executed Accession Agreementand the Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such amendment or other documentation and the Company shall deliver such authorization documentation and opinions of counsel as the Administrative Agent shall reasonably request; provided, that no consent of any Lender not participating in such Tranche Increase shall be required. Increases and new Commitments created pursuant Notwithstanding anything to this Section the contrary set forth herein, the Administrative Agent shall become effective (A) in have at least 15 Business Days, but no more than 20 Business Days, prior to the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the proposed effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement for such Tranche Increase to which any Prospective Lender is a partyobtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such Tranche Increase, (i) such Prospective Lender shall thereafter including processing Borrowing Requests and determining whether breakage amounts, if any, will be deemed required to be a party to this Agreement and paid by the Borrowers. No such increase shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and effective until such administration period has expired.
(iib) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, on the date if any Default or Event of such increase, the conditions set forth in paragraphs (b) Default has occurred and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding is continuing prior to the effectiveness of any such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable would arise after giving effect thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the The Company may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Lenders), executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Increasing Lender"”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (or cause the Commitments of the Prospective Increasing Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersincreased, as the case may be) in an amount not less than $10,000,000 and in an aggregate amount that is an integral multiple of $1,000,000 for each Prospective Increasing Lender set forth in such notice, provided, however, that (a) the aggregate amount of all new Commitments and increases in existing Commitments pursuant to this paragraph during the Lenders' Commitments after giving effect to such increase term of this Agreement shall in no event exceed $600,000,000250,000,000, (b) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession AgreementSection. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderhereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase and executed by the chief financial officer or the chief accounting officer of the Company, to the effect that the conditions set forth in paragraphs (b), (c) and (cd) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company). Following any increase of a Lender's Commitment or any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraphSection 2.18, any Standby Loans outstanding prior to the effectiveness of such extension or increase or extension shall continue remain outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections Section 2.01 and 2.05ratably in accordance with the respective Commitments of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Dover Corp)
Increase in Commitments. After the Effective Date, the Company may(a) Alcoa may from time to time, by written notice to the Administrative Agent, executed by the Company Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of increases in Commitments under this Section 2.20, the Lenders' Commitments after giving effect to such increase aggregate amount of increases in commitments under Section 2.20 of the 2003 Five-Year Credit Agreement and the aggregate amount of increases in commitments under Section 2.20 of the 2004 Five-Year Credit Agreement, in each case during the term of this Agreement, shall in no event not exceed $600,000,000500,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyAlcoa. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender.
Appears in 1 contract
Increase in Commitments. After the Effective Date, the Company may(a) Alcoa may from time to time, by written notice to the Administrative Agent, executed by the Company Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of increases in Commitments under this Section 2.20, the Lenders' Commitments after giving effect to such increase aggregate amount of increases in commitments under Section 2.20 of the 2003 Five-Year Credit Agreement and the aggregate amount of increases in commitments under Section 2.20 of the 2005 Five-Year Credit Agreement, in each case during the term of this Agreement, shall in no event not exceed $600,000,000500,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyAlcoa. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender. ACCESSION AGREEMENT dated as of [·], among [ ] (the “Acceding Lender”), ALCOA INC., a Pennsylvania corporation (“Alcoa”), and 2.05JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
A. Reference is made to the Five-Year Revolving Credit Agreement dated as of April 23, 2004 (as amended from time to time, the “Credit Agreement”), among Alcoa, the Lenders and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
C. Pursuant to Section 2.20(a) of the Credit Agreement, Alcoa has invited the Acceding Lender, and the Acceding Lender desires, to become a party to the Credit Agreement and to assume the obligations of a Lender thereunder. The Acceding Lender is entering into this Agreement in accordance with the provisions of the Credit Agreement in order to become a Lender thereunder. Accordingly, the Acceding Lender, Alcoa and the Administrative Agent agree as follows:
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Increase in Commitments. After (a) During the Effective DateRevolving Credit Period, the Company mayBorrower may on one or more occasions, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), executed by the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Augmenting Lender"”), which may include any Lender, cause Commitments to be made available by the Augmenting Lenders (or cause the Commitments of the Prospective Augmenting Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersincreased, as the case may be) in an amount for each Prospective Augmenting Lender set forth in such notice, provided, however, ; provided that (ai) the aggregate amount of the Lenders' Commitments after giving effect all such increases pursuant to such increase this Section shall in no event not exceed $600,000,000500,000,000, (bii) each Prospective Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (ciii) each Prospective Augmenting Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreementaccession agreement in a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase in the total Commitments (which shall be the lesser of (x) a minimum aggregate amount of $20,000,0000 or any larger multiple of $5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective. Increases and new Commitments created pursuant to this Section 2.08(a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender2.08(a). Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.08(a) unless, (i) on the date of such increase, the conditions set forth in paragraphs (bSections 3.02(b) and 3.02(d) (cwithout giving effect to the parenthetical in Section 3.02(d)) of Section 4.03 shall be satisfied (with all references in such paragraphs to as though a Borrowing were being deemed to be references to made on such increasedate) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraphBorrower, any Standby Loans outstanding prior and (ii) the Agent shall have received (to the effectiveness extent requested by the Agent reasonably in advance of such increase or extension shall continue outstanding until date) documents consistent with those delivered under Sections 3.01(c) and 3.01(d) as to the ends corporate power and authority of the respective Interests Periods applicable thereto, Borrower to borrow hereunder and shall then be repaid or refinanced with new Standby Loans made pursuant as to Sections 2.01 and 2.05the enforceability of this Agreement after giving effect to such increase.
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Increase in Commitments. After (a) The Parent shall have the right, at any time and from time to time after the Effective Date, the Company may, Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Banks increase their respective Commitments then in effect (each, an “Increasing Bank”), by adding as a Bank with a new Commitment hereunder one or more Persons that are not already Banks (each, an “Additional Bank”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or, unless the Administrative Agent otherwise consents, a higher integral 48 multiple of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, the aggregate of all Commitment Increases effected after the Effective Date shall not exceed $500,000,000, and (iii) no existing Bank shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Parent unless it agrees in its sole discretion to do so.
(b) Each Additional Bank must qualify as an Eligible Assignee (the approval of which by the Administrative Agent, each Fronting Bank that has Issued an outstanding Letter of Credit and the Swingline Bank shall not be unreasonably withheld, conditioned or delayed) and the Parent and each Additional Bank shall execute a joinder agreement together with all such other documentation as the Administrative Agent may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent, executed by to evidence the Company Commitment of such Additional Bank and one or more financial institutions (any such financial institution referred to in this Section being called its status as a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and .
(c) each Prospective Lender, if not already a Lender hereunder, shall become a party to If the aggregate Commitments are increased in accordance with this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partySection, (i) the Parent shall determine the final amount and allocation of such Prospective Lender increase and (ii) the Administrative Agent and the Parent shall thereafter be deemed to determine the effective date (the “Commitment Increase Date,” which shall be a party Business Day not less than 30 days prior to the Maturity Date) of such increase. The Administrative Agent shall promptly notify the Parent and the Banks of the final amount and allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Banks, to enter into any amendments to this Agreement and the other Loan Documents as the Administrative Agent shall be entitled reasonably deem appropriate to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and effect such Commitment Increase.
(iid) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided Notwithstanding anything set forth in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in 2.19 to the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingcontrary, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under pursuant to this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 2.19 shall be satisfied effective unless:
(with all references in such paragraphs to a Borrowing being deemed to be references to such increasei) and the The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Bank, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Bank, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b);
(B) an instrument, duly executed by each Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Loan Documents;
(C) unless covered by resolutions previously delivered hereunder, a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase secretary or an assistant secretary or other appropriate officer of each Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Borrower approving or consenting to such Commitment Increase;
(D) a certificate of a Lender's Responsible Officer, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase (except to the extent any such representation or any extension warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase; and
(ii) If there is a non-ratable increase in the aggregate Commitments, each outstanding Syndicated Letter of Credit shall have been amended giving effect to the reallocation of the Commitments or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the reallocated Commitments; and
(iii) In the case of any Credit Extension in connection with such Commitment pursuant Increase, the conditions precedent set forth in Section 4.02 shall have been satisfied. To the extent necessary to this paragraphkeep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, any Standby on the Commitment Increase Date, (i) all then outstanding LIBOR Loans outstanding prior to (the “Initial Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such increase or extension shall continue outstanding until Base Rate Loans into LIBOR Loans (the ends “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Bank shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Bank’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Bank’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Bank the portion of such funds equal to the difference, if positive, between (y) such Bank’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Bank’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Banks shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Interests Periods Commitment (calculated after giving effect to the Commitment Increase), (vi) each applicable Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Banks entitled thereto, and (vii) Schedule I shall then automatically be repaid or refinanced with new Standby amended to reflect the Commitments of all Banks after giving effect to the Commitment Increase. The conversion of the Initial Loans made pursuant to Sections 2.01 clause (i) above shall be subject to indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto. Notwithstanding the foregoing, the Parent and 2.05the Administrative Agent may agree upon other methods of implementing a Commitment Increase (including a phase-in of a Commitment Increase with certain Banks having temporary risk participations in outstanding Revolving Loans pending the end of Interest Periods for LIBOR Loans) so long as the applicable method is not materially disadvantageous to any Bank.
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Sources: Credit Agreement (ACE LTD)