Increases in Commitments. The Total Committed Line Portions may be increased at any time prior to December 10, 2009 when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied: (a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount. (b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount. (c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent. (d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks. (e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage. (f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.
Appears in 1 contract
Sources: Credit Agreement (Atmos Energy Corp)
Increases in Commitments. (a) The Total Committed Line Portions may be increased Applicable Borrowers, acting jointly, shall have the right at any time prior on or after the first anniversary of the date of this Agreement to December 10increase the aggregate amount of Credit Agreement ---------------- the Commitments hereunder to an amount not to exceed $1,500,000,000 by causing one or more banks or other financial institutions, 2009 when which may include any Lender already party to this Agreement, to become a "Lender" party to this Agreement or (in the Total Committed Percentage is less than 100%case of any Lender already party to this Agreement) to increase the amount of such Lender's Commitment; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase the addition of any bank -------- or other financial institution to this Agreement that is not already a Lender shall be subject to the consent of the Administrative Agent (with respect to both Existing Banks and New Bankswhich consent shall not be unreasonably withheld or delayed) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days Commitment of any bank or other financial institution becoming a "Lender" party to this Agreement, and any increase in the amount of the Commitment of any Lender already party to this Agreement, shall be in an amount equal to an integral multiple of $1,000,000 and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount10,000,000.
(b) Each Bank, acting it its sole discretion exercised Any increase in good faith and with no obligation to increase its Committed Line Portion the aggregate amount of the Commitments pursuant to Section 2.14(a), 2.11(a) hereof shall by notice be effective only upon the execution and delivery to the Borrower Applicable Borrowers and the Administrative Agent advise of a commitment increase letter in substantially the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion form of such Requested TCL Exhibit I hereto (a "Commitment Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (orLetter"), if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL which Commitment Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank Letter shall be deemed -------------------------- delivered to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent not less than five Business Days prior to the Commitment Increase Date and shall notify specify (i) the Borrower amount and Tranche of the results Commitment of the Borrower’s request any bank or other financial institution becoming a "Lender" party to the Banks to so this Agreement or of any increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if in the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject Commitment under any Tranche of any Lender already party to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent.
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of date such revised Schedule 2.01 increase is to be available to become effective (the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL "Commitment Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof"), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.. ------------------------
Appears in 1 contract
Increases in Commitments. The Total Committed Line Portions may be increased at any time prior to December 10, 2009 when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days and not less than thirty (30) days prior Subject to the proposed effective date terms and conditions of such increase in this Agreement, the Total Committed Line Portions (or such shorter period as may be agreed among Borrower may, during the Availability Period by delivering to the Administrative Agent and the BorrowerLenders a Notice of Revolving Increase in the form of Exhibit E, request up to two (2) increases to the Lenders’ Commitments (each such request, an “Optional Increase”), ; provided that: (i) the Borrower makes a written may not request for such any increase to the Administrative Agent, who shall forward Commitments after the occurrence and during the continuance of a copy of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), Default; (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL each Optional Increase Amount”), each such requested increase amount to shall be in a minimum amount of not less than $15,000,000, 2,500,00 and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations aggregate amount of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amountall Optional Increases shall be no more than $25,000,000.
(b) Each BankLender may, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank but shall not have responded affirmatively within such fifteen (15)-day periodbe obligated to, such Bank shall be deemed to have rejected the Borrower’s request for an increase participate in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day periodany Optional Increase, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent Issuing Lender (such approval not to be unreasonably withheld), and the Required Banks) may offer decision of any Lender to any Eligible Assignee(s) or other Person(s) as may commit to an Optional Increase shall be agreed by the Borrower at such Lender’s sole discretion and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amountshall be made in writing. The effectiveness of all such increases in Total Committed Line Portions are subject Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower Issuing Lender. Any such financial institution (if not already a Lender hereunder) shall have executed and delivered become a Committed Line Portion Addendumparty to this Agreement as a Lender, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect pursuant to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.
(c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by an Authorized Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. Upon the request of any Lender, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender in accordance with Section 2.05(d).
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall The Revolving Outstandings will be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) reallocated by the Administrative Agent shall cause a copy on the effective date of such revised Schedule 2.01 to be available to any Optional Increase among the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion Lenders in accordance with this their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.14(b) and each New Bank as 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, accordance with their respective Commitment Ratios after giving effect to all such sales, purchases, and new Loans and L/C Obligations the increase in Commitments contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentageby this Section 2.19.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.
Appears in 1 contract
Sources: Revolving Credit Agreement (PPL Electric Utilities Corp)
Increases in Commitments. The Total Committed Line Portions may be increased at any time prior to December 10, 2009 when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days and not less than thirty (30) days prior Subject to the proposed effective date terms and conditions of such increase in this Agreement, the Total Committed Line Portions (or such shorter period as may be agreed among Borrower may, during the Availability Period by delivering to the Administrative Agent and the BorrowerLenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”), ; provided that: (i) the Borrower makes a written may not request for such any increase to the Administrative Agent, who shall forward Commitments after the occurrence and during the continuance of a copy of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), Default; (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL each Optional Increase Amount”), each such requested increase amount to shall be in a minimum amount of not less than $15,000,000, 50,000,000 and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations aggregate amount of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amountall Optional Increases shall be no more than $100,000,000.
(b) Each BankLender may, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank but shall not have responded affirmatively within such fifteen (15)-day periodbe obligated to, such Bank shall be deemed to have rejected the Borrower’s request for an increase participate in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day periodany Optional Increase, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent each Issuing Lender and the Required Banks) may offer Swingline Lender (such approval not to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower unreasonably withheld), and the Administrative Agent (each a “New Bank”) the opportunity decision of any Lender to accept all or a portion of commit to an Optional Increase shall be at such Unsubscribed Increase Amount▇▇▇▇▇▇’s sole discretion and shall be made in writing. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase Borrower may, at its Committed Line Portionown expense, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if requestednot already a Lender hereunder) shall become a party to this Agreement as a Lender, of pursuant to a legal opinion in respect of the Committed Line Portion joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.
(c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any PUC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase.
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall The Revolving Outstandings will be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) reallocated by the Administrative Agent shall cause a copy on the effective date of such revised Schedule 2.01 to be available to any Optional Increase among the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion Lenders in accordance with this their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.14(b) and each New Bank as 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, accordance with their respective Commitment Ratios after giving effect to all such sales, purchases, and new Loans and L/C Obligations the increase in Commitments contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentageby this Section 2.19.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.
Appears in 1 contract
Increases in Commitments. The Total Committed Line Portions may be increased at any time prior to December 10, 2009 the Expiration Date when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount.
(b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent.
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.
Appears in 1 contract
Sources: Credit Agreement (Atmos Energy Corp)
Increases in Commitments. (a) The Total Committed Line Portions Company may by written notice to the Administrative Agent elect to request the establishment of one or more new term loans denominated in Dollars, an Alternate Currency or any other currency agreed to by the Company, the Administrative Agent and the Lenders providing such new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of which shall be increased at any time prior (A) an Eligible Assignee, (B) subject to December 10the approval of the Administrative Agent (not to be unreasonably withheld or delayed) and (C) entitled to elect or decline, 2009 when the Total Committed Percentage is less than 100%; provided that in its sole discretion, to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of (i) each Issuing Bank $250,000,000 (or a principal amount equal to the Dollar Equivalent of $250,000,000) less the aggregate principal amount of Indebtedness incurred pursuant to clause (1) of Section 7.2.2(n) at or prior to such time plus (ii) additional amounts so long as, on a pro forma basis on the date of incurrence, after giving effect to the incurrence of any such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and Swing Line Bank approves each after giving effect to any pro forma adjustments for transactions consummated in connection therewith, the Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any such increase Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at the Company’s option, be the LCA Test Date, and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (with respect i) the amount of the Incremental Term Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of $1,000,000 (or a principal amount equal to both Existing Banks the Dollar Equivalent of $1,000,000) and New Banksa minimum amount of $25,000,000 (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the following conditions are satisfied:
date (aeach, an “Increased Amount Date”) Not more than forty-five on which the Company proposes that the Incremental Commitments shall be effective (45) days and which shall not be less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions 10 Business Days (or such shorter period as agreed to by the Administrative Agent).
(b) Such Incremental Commitments shall become effective as of such Increased Amount Date; provided, that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments; provided, that if the proceeds thereof are being used to finance a Limited Condition Acquisition, then the condition set forth in this clause (i) shall only be required to be satisfied as of the LCA Test Date; (ii) any such Incremental Term Loans (A) may rank pari passu or junior in right or payment and/or with respect to security with the Obligations or may be unsecured (subject, if applicable, to an Acceptable Intercreditor Agreement), (B) if secured, may not be secured by any assets other than Collateral, (C) if guaranteed, may not be guaranteed by any Person who is not a Guarantor and (D) if secured on a second lien or junior lien basis to the Obligations or unsecured (any such Incremental Facility, “Incremental Equivalent Debt”), such Loans will be documented in a separate facility and not in this Agreement and will be subject to an Acceptable Intercreditor Agreement (if secured) and/or Acceptable Subordination Agreement, as applicable; (iii) any such Incremental Revolving Commitments shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans; (iv) the All-in Yield relating to the Incremental Term Loans shall be determined by the Company and the applicable Incremental Lenders; provided, that, prior to the date that is twelve (12) months after the Closing Date, to the extent any Incremental Term Loans are pari passu in right of payment and security with the Term Loans (including for the avoidance of doubt, both U.S. Dollar Term Loans and Euro Term Loans regardless of the currency of the Incremental Term Loans) entered into on the Closing Date, if the All-In Yield exceeds the spread with respect to any then-existing Term Loans (including for the avoidance of doubt, both U.S. Dollar Term Loans and Euro Term Loans regardless of the currency of the Incremental Term Loans) by more than 0.50% per annum, the Applicable Margin relating to such existing Term Loans shall be adjusted so that the All-In Yield relating to such Incremental Term Loans does not exceed the interest rate (including the Applicable Margin) payable pursuant to the terms of the Credit Agreement as amended through the date of such calculation with respect to such Term Loans (other than Incremental Commitments to the extent the terms governing such Incremental Commitments do not so provide) by more than 0.50% per annum (for the avoidance of doubt, it is understood and agreed among that the foregoing calculation shall be made, on any Increased Amount Date on which Incremental Term Loans denominated in both Dollars and Euros are established, by comparing (x) the initial yield on the Incremental Term Loans denominated in Dollars made on such Increased Amount Date to the Applicable Rate then in effect for the outstanding U.S. Dollar Term Loans denominated in Dollars made prior to such Increased Amount Date and (y) the initial yield on the Incremental Term Loans denominated in Euros made on such Increased Amount Date to the Applicable Rate then in effect for the outstanding Euro Term Loans denominated in Euros made prior to such Increased Amount Date); (v) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable incremental amendment or other definitive documentation therefor; (vi) in the case of any Incremental Term Loans, the maturity date thereof shall not be earlier than the applicable Stated Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of Term Loans; (vii) the terms and provisions of additional Revolving Loans made under Incremental Revolving Commitments shall be identical to those of the existing Revolving Loan Commitments; (viii) except as otherwise required in clauses (iv) through (vii) above, the terms of any Incremental Term Loans shall be no more favorable (taken as a whole) to the lenders providing such Incremental Term Loans than the terms of the initial U.S. Dollar Term Loans or Euro Term Loans, as applicable (except to the extent such terms are applicable after the applicable Stated Term Maturity Date); (ix) such Incremental Term Loans or Incremental Commitments shall be effected pursuant to one or more Incremental Assumption Agreements executed and delivered by the Company, the Administrative Agent and one or more Incremental Lenders; (x) the Company shall deliver or cause to be delivered any customary legal opinions, or other documents reasonably requested by Administrative Agent in connection with any such transaction; (xi) the conditions set forth in Section 5.2.1(a) shall be satisfied; provided, however, that if the proceeds thereof are being used to finance a Limited Condition Acquisition, then the condition set forth in this clause (xi) shall be limited to customary “SunGard” representations and warranties; and (xii) all fees and expenses owing to the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date Lenders in respect of such increase Incremental Commitments shall have been paid. Any Incremental Term Loans made on an Increased Amount Date that have terms and provisions that differ from those of the U.S. Dollar Term Loans or Euro Term Loans, as applicable, outstanding on the date on which such Incremental Term Loans are made shall be designated as a separate tranche (the a “Requested TCL Increase Effective DateTranche”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount Term Loans for all purposes of not less than $15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bankexcept as the relevant Incremental Assumption Agreement otherwise provides. For the avoidance of doubt, its Pro Rata Adjusted Advance Share, the rate of interest and the amortization schedule (if applicable) of any Incremental Commitments shall be determined by the Requested TCL Increase Amount.
(b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower Company and the Administrative Agent advise the Borrower applicable Incremental Lenders and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase set forth in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amountapplicable Incremental Assumption Agreement.
(c) With On any Increased Amount Date on which any Incremental Commitment becomes effective, each lender with an Incremental Commitment (each, an “Incremental Lender”) (other than with respect to Incremental Equivalent Debt) shall become a Lender hereunder with respect to such Incremental Commitment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Requested TCL Increase Incremental Commitments, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the increase in the Revolving Loan Commitment Amount or the Term Loan Commitment Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower Company may revise this Agreement to evidence such amendments. The Administrative Agent shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower promptly notify each Lender as to the matters set forth effectiveness of each increase in the Revolving Loan Commitment Amount or the Term Loan Commitment Amount. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Company, take any and all action (including pursuant to amendments as specified in this Section 5.01(f); 2.11) as may be reasonably necessary to ensure that, upon the effectiveness of each increase in the Revolving Loan Commitment Amount (i) all Borrowings and repayments thereunder shall be made on a pro rata basis and (6ii) delivery to the Administrative Agent, if requested, all Swingline Loans and Letters of Credit shall be participated in on a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agentpro rata basis by all Revolving Lenders.
(d) Upon Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans that are to be additional U.S. Dollar Term Loans or Euro Term Loans, as applicable, and when originally made, are included in each Requested TCL Increase Effective Date: Borrowing of outstanding U.S. Dollar Term Loans or Euro Term Loans, as applicable, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing to be converted into a Base Rate Borrowing on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding applicable Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing, as applicable, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Loans included in the Borrowing of which they are a part (i) Schedule 2.01 and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurocurrency Rate Loans or EURIBOR Rate Borrowing, as applicable to Base Rate Loans made pursuant to the preceding sentence shall be amended subject to incorporate Section 4.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing then, subject to Section 3.1.1, the Committed Line Portion interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the applicable Bank Eurocurrency Rate or EURIBOR Rate, as set forth on Attachment 1 applicable, for a period approximately equal to the applicable Committed Line Portion Addendum without any further action or consent remainder of any party; and such Interest Period (ii) as determined by the Administrative Agent shall cause a copy two Business Days before the date such Incremental Term Loan is made) plus the Applicable Margin then in effect. In addition, to the extent any Incremental Term Loans are to be additional U.S. Dollar Term Loans or Euro Term Loans, the applicable scheduled amortization payments under Section 3.1.1 required to be made after the making of such revised Schedule 2.01 to Incremental Term Loans shall be available to ratably increased by the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion aggregate principal amount of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount PercentageIncremental Term Loans.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Increases in Commitments. (a) The Total Committed Line Portions may be increased Borrowers, acting jointly, shall have the right at any time prior to December 10increase the aggregate amount of the Commitments hereunder to an amount not to exceed $1,500,000,000 by causing one or more banks or other financial institutions, 2009 when which may include any Lender already party to this Agreement, to become a “Lender” party to this Agreement or (in the Total Committed Percentage is less than 100%case of any Lender already party to this Agreement) to increase the amount of such Lender’s Commitment; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase the addition of any bank or other financial institution to this Agreement that is not already a Lender shall be subject to the consent of the Administrative Agent (with respect to both Existing Banks and New Bankswhich consent shall not be unreasonably withheld or delayed) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days Commitment of any bank or other financial institution becoming a “Lender” party to this Agreement, and any increase in the amount of the Commitment of any Lender already party to this Agreement, shall be in an amount equal to an integral multiple of $1,000,000 and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount10,000,000.
(b) Each Bank, acting it its sole discretion exercised Any increase in good faith and with no obligation to increase its Committed Line Portion the aggregate amount of the Commitments pursuant to Section 2.14(a), 2.10(a) hereof shall by notice be effective only upon the execution and delivery to the Borrower Borrowers and the Administrative Agent advise of a commitment increase letter in substantially the Borrower and form of Exhibit I hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered to the Administrative Agent whether or not such Bank agrees less than five Business Days prior to accept all or any portion of such Requested TCL the Commitment Increase Amount within fifteen Date and shall specify (15i) days the amount of the Borrower’s request. Any such Bank may initially accept all Commitment of its Pro Rata Advance Share (or, if any bank or other financial institution becoming a Defaulting Bank exists, and without limitation “Lender” party to the obligations this Agreement or of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower amount of the results Commitment of any Lender already party to this Agreement and (ii) the Borrower’s request date such increase is to become effective (the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount“Commitment Increase Date”).
(c) With respect to any Requested TCL Increase Amount, if Any increase in the aggregate amount of the increases Commitments pursuant to this Section 2.10 shall not be effective unless:
(i) no Default shall have occurred and be continuing on the Commitment Increase Date;
(ii) each of the representations and warranties made by the Borrowers in Section 7 hereof (other than the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(bExcluded Representations) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower true and the Administrative Agent (subject to the approval correct in all material respects on and as of the Collateral Agent Commitment Increase Date with the same force and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) effect as may be agreed by the Borrower if made on and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion as of such Unsubscribed Increase Amount. The effectiveness date (or, if any such representation or warranty is expressly stated to have been made as of all a specific date, as of such increases specific date);
(iii) no notice of borrowing of Syndicated Loans affected by such increase in Total Committed Line Portions are subject to the satisfaction aggregate amount of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower Commitments shall have executed been given, in each case, on and delivered a Committed Line Portion Addendum, substantially as of such Commitment Increase Date;
(iv) such increase in the form aggregate amount of Schedule 11.21; the Commitments does not cause any Lender to hold a Commitment in an amount exceeding 25% of the aggregate amount of the Commitments;
(2v) the Total Committed Line Portions immediately after giving effect to such increases increase, the aggregate amount of Commitments available for borrowing by COFC shall not exceed 25% of the Maximum Lineaggregate amount of Commitments; and
(3vi) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) each of (x) a certificate of the corporate secretary or assistant secretary of the Borrowers as to the taking of any fees and other amounts payable by the Borrower corporate action necessary in connection with such increase and accession shall have been paid; (4y) any other amounts then due hereunder shall have been paid; (5) delivery an opinion or opinions of a certificate of a Responsible Officer of counsel to the Borrower Borrowers as to the matters set forth in Section 5.01(f); their corporate power and (6) delivery authority to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent.
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, borrow hereunder after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated increase. Each notice requesting an increase in the aggregate amount of the Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) above, of the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentagepreceding sentence.
(fd) The No Lender shall at any time be required to agree to a request of a Borrower will not pay any New Bank (to increase its Commitment or any Affiliate thereof), in connection with such New Bank becoming a Bank obligations hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.
Appears in 1 contract
Increases in Commitments. The Total Committed Line Portions may be increased at any time prior to December 10Borrower may, 2009 when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a by written request for such increase notice to the Administrative Agent, who shall forward a copy of any such request to each Bank. Each request executed by the Borrower pursuant and one or more financial institutions, which may include one or more existing Lenders (each such financial institution being called a "Prospective Lender"), cause Commitments to be extended by the immediately preceding sentence Prospective Lenders (or cause the Commitments of the Prospective Lenders to be increased, as the case may be), in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) each such extension or increase shall be effected ratably with a corresponding extension or increase in the Commitments (i) specify a proposed effective date of such increase (as defined in the “Requested TCL Increase Effective Date”364-Day Credit Agreement), (iib) specify immediately after giving effect to each such extension or increase, the sum of the aggregate amount of all such requested increase extensions and increases plus the aggregate amount of all corresponding extensions and increases under the 364-Day Credit Agreement shall in the Total Committed Line Portions no event exceed $50,000,000, (the “Requested TCL Increase Amount”), c) each such requested extension or increase amount to shall be in a minimum an aggregate amount that is an integral multiple of $5,000,000 and not less than $15,000,00010,000,000, and (iiid) constitute an invitation to the Commitments shall in no event be extended or increased under this Section on more than four (4) occasions, (e) each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (orProspective Lender, if not already a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount.
(b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a)Lender hereunder, shall by notice to the Borrower and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Administrative Agent (which approval shall not be unreasonably withheld) and the Required Banks(f) may offer each Prospective Lender, if not already a Lender hereunder, shall become a party to any Eligible Assignee(s) or other Person(s) as may be agreed this Agreement by the Borrower completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in Commitments pursuant to this Section shall become effective (each i) in the case of a “New Bank”Prospective Lender not already party hereto, on the effective date of the applicable Accession Agreement and (ii) in the opportunity case of a Prospective Lender already party hereto, on the date specified in the notice delivered pursuant to accept this Section. Upon the effectiveness of any Accession Agreement to which any Prospective Lender not already a party hereto becomes a Lender, (A) 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 (B) Schedule 2.1 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 extension or increase under this Section in the Commitment of a portion Lender already a party hereunder, Schedule 2.1 shall be deemed to have been amended to reflect the extended or increased Commitment of such Unsubscribed Increase AmountLender. The effectiveness Notwithstanding the foregoing, no extension or increase in the total Commitments (or in the Commitment of all any Lender) shall become effective under this Section unless the Administrative Agent shall have received a certificate dated the date of such increases increase and duly executed by a Financial Officer stating that the conditions set forth in Total Committed Line Portions are subject to the satisfaction paragraphs (a), (b) and (c) of Section 4.2 have been satisfied as of the following conditions: date of such extension or increase (with all references in such paragraphs to a Borrowing being deemed to be references to such extension or increase). If Revolving Loans would be outstanding immediately after giving effect to any extension or increase of a Commitment under this Section, then simultaneously with such extension or increase, (1) each Bank that so elects applicable Prospective Lender and each other Lender shall be deemed to increase its Committed Line Portionhave entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each New Bank, the Administrative Agent and the Borrower such other Lender shall have executed assigned to each such Prospective Lender a portion of its Revolving Loans necessary to reflect proportionately the Commitments as adjusted in accordance with this Section and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession assignment, each such Prospective Lender shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery pay to the Administrative Agent, if requested, of a legal opinion in respect for the account of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent.
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement other Lenders, such amount as shall be amended necessary to incorporate appropriately reflect the Committed Line Portion assignment to it of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchasesRevolving Loans, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks prepayment of such Eurodollar Borrowings for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives thempurposes of Section 2.15.
Appears in 1 contract
Sources: Credit Agreement (Toys R Us Inc)
Increases in Commitments. The Total Committed Line Portions may be increased (i) If no Default or Event of Default has occurred and is continuing, any Borrower may, at any time prior to December 10the Revolving Termination Date, 2009 when request an increase in the Total Committed Percentage is less than 100%; provided that aggregate Commitments, by giving written notice to the Agent and each Bank (i) each Issuing Bank and Swing Line Bank approves each such notice an "Increase Request"). Concurrently with delivering an Increase Request, such Borrower may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (with respect to both Existing Banks and including New Banks) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of hereunder exceed $200,000,000 at any such request to each Banktime. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”)Bank may, (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”)its sole and absolute discretion, each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank commit to increase its Committed Line Portion Commitment by its Pro Rata Advance Share (or, if all or a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) part of the Requested TCL increase requested in the Increase Amount.
Request by delivering to such Borrower and the Agent a commitment valid for a period of 30 days (b"Commitment Increase Notice") Each Bankto such effect, acting it its sole discretion exercised which Commitment Increase Notice shall refer to this Section 2.5(b)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in good faith and connection with no obligation an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Committed Line Portion pursuant Commitment during the Consent Period or (y) fails to Section 2.14(a), shall by notice respond to the Borrower and the Administrative Agent advise within the Borrower and Administrative Agent whether or not Consent Period (each such Bank agrees giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank").
(ii) Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks 20 specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the Agent shall allocate such commitments up to the amount specified in the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Increasing Bank's commitment specified in its Commitment Increase Notice (or New Bank in its commitment letter) to the aggregate of all commitments of the Increasing Banks specified in the Commitment Increase Notices and New Bank(s) in their commitment letters.
(iii) Upon expiry of the Consent Period, if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters are less than the Increase Request, the Borrowers may agree to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days commitments from the Increasing Banks and New Bank(s). Upon expiry of the Borrower’s requestConsent Period (or sooner if all existing Banks and New Banks respond sooner), the Borrowers may add New Bank(s) with commitments up to the amount specified in their commitment letters; provided, that (A) no Default shall have occurred and be continuing, (B) the aggregate amount of Commitments plus increases in Increasing Bank existing Commitments and New Bank commitments does not exceed $200,000,000, (C) any such New Bank assumes all the rights and obligations of a "Bank" hereunder pursuant to accession documentation as the Agent shall specify and described below and (D) such New Bank is reasonably satisfactory to the Agent. Any If the Borrowers do accept such Bank may initially accept all commitments, the Agent shall allocate such commitments to each of the Increasing Banks and New Bank(s) based on the ratio of its Pro Rata Advance Share commitment specified in its Commitment Increase Notice or commitment letter to the aggregate of all commitments of the Increasing Banks and New Bank(s) specified in their Commitment Increase Notices and commitment letters.
(oriv) Upon allocation of the increased commitments to the Increasing Banks and/or New Bank(s), the Borrowers shall deliver such documentation as the Agent may reasonably require to evidence the Borrowers' authority to incur the increased obligations hereunder, and if requested by the Increasing Banks and/or New Banks, replacement Notes to the Increasing Banks and/or new notes to the New Bank(s) reflecting the Commitment of each Increasing Bank and New Bank. Such new and replacement notes, if a Defaulting Bank existsany, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request constitute a "Note" or "Notes" hereunder for an increase in the Requested TCL Increase Amount in fullall purposes and such new and increased commitments shall constitute a "Commitment" or "Commitments" hereunder for all purposes. Promptly following the conclusion of such fifteen (15)-day period, the Administrative The Agent shall notify the Borrower promptly provide each of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent.
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to 1.1 reflecting the Commitments of the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Nuveen John Company)
Increases in Commitments. The Total Committed Line Portions Provided that no Default exists or would exist immediately before and after giving effect thereto, the Parent Borrower may be increased at any time and from time to time prior to December 10May 31, 2009 when 2007, at its sole cost and expense, request any one or more of the Total Committed Percentage Lenders to increase its Revolving Credit Commitment Amount (provided, that, the decision to increase the Revolving Credit Commitment Amount of a Lender shall be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent to provide a new Revolving Credit Commitment (any Lender so increasing its Commitment pursuant to this Section 2.5(d) and any such Eligible Assignee providing a new Revolving Credit Commitment pursuant to this Section 2.5(d), an "Increased Lender"). In the event a Lender or Eligible Assignee agrees to become an Increased Lender, the Parent Borrower shall submit to the Administrative Agent an Increase Supplement in the form of Exhibit A to Amendment No. 4 (an "Increase Supplement"), duly executed by the Parent Borrower, the Guarantors and each such Increased Lender. If such Increase Supplement is less than 100%in all respects appropriately completed and executed and all of the other requirements set forth in Sections 2.5(d) and (e) have been satisfied, the Administrative Agent shall execute such Increase Supplement and deliver a copy thereof to the Parent Borrower and each such Increased Lender and the Administrative Agent shall promptly provide notice thereof to each Lender. Upon execution and delivery of such Increase Supplement, (A) in the case of each Increased Lender that is already a Lender, such Lender's Revolving Credit Commitment shall be increased to the Revolving Credit Commitment Amount set forth in such Increase Supplement, (B) in the case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender" with a Revolving Credit Commitment in a Revolving Credit Commitment Amount set forth in such Increase Supplement, and (C) the Parent Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent (x) for each Lender providing an increased Revolving Credit Commitment and requesting a Note pursuant to Section 2.13(d), a Note in the form of Exhibit Q-1 to this Agreement in the amount of such increased Revolving Credit Commitment Amount and (y) for each such Eligible Assignee providing a new Commitment and requesting a Note pursuant to Section 2.13(d), a Note in the form of Exhibit Q-1 to this Agreement in the amount of its Revolving Credit Commitment Amount and a Note in the form of Exhibit Q-3 to this Agreement ; provided that provided, however, that:
(i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and the Aggregate Revolving Credit Commitment Amount shall not be increased on more than two occasions;
(ii) the following conditions are satisfied:sum of both increases shall not exceed $50,000,000 after giving effect to all increases the Aggregate Revolving Credit Commitment Amount shall not exceed $200,000,000;
(aiii) Not more than forty-five (45) days and each such increase shall be in an amount not less than thirty $10,000,000 or an integral multiple of $1,000,000 in excess thereof;
(30iv) days prior each such Eligible Assignee shall have delivered to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the BorrowerParent Borrower all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 3.9(e), the Borrower makes a written request for such increase to ;
(v) upon the Administrative Agent, who shall forward a copy 's execution and delivery of any such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL an Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount.
(b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted Supplement in accordance with Section 2.14(b) the terms hereof, the Revolving Credit Commitment Amount of each Lender and the Aggregate Revolving Credit Commitment Amount shall be less than automatically adjusted to include the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters Revolving Credit Commitments set forth in Section 5.01(f)each such Increase Supplement; and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent.and
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (iivi) the Administrative Agent shall cause have received from each Eligible Assignee other than a copy of such revised Schedule 2.01 to be available to the Banks.
(e) Subject to the terms Lender a completed administrative questionnaire and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, other items as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) above, the Committed Percentage of each Bank it shall equal such Bank’s Effective Amount Percentage.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), reasonably request in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives themincrease.
Appears in 1 contract
Increases in Commitments. The Total Committed Line Portions (a) At any time, the Borrower may be increased at any time prior by written notice to December 10, 2009 when the Total Committed Percentage is less than 100%Administrative Agent request one or more increases in the Commitments (a “Revolving Credit Increase”); provided that (i) each Issuing Bank and Swing Line Bank approves each the aggregate principal amount for all such increase (with respect to both Existing Banks and New Banks) and Revolving Credit Increases after the Amendment No. 2 Effective Date shall not exceed $100,000,000, (ii) the following conditions are satisfied:
aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (ai), and (iii) Not the Borrower shall be permitted to request no more than forty-five three (453) days and Revolving Credit Increases during the term of this Agreement. Each such notice shall specify the date (each, an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall be a date not less than thirty ten (3010) days prior to the proposed effective date of such increase in the Total Committed Line Portions Business Days (or such shorter period as agreed to by the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may be agreed among invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and the Borrower), substance reasonably satisfactory to the Borrower makes a written request for such increase to and the Administrative Agent), who shall forward to provide a copy Revolving Credit Increase. Any proposed Lender offered or approached to provide all or a portion of any Revolving Credit Increase may elect or decline, in its sole discretion, to provide such request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase AmountRevolving Credit Increase.
(b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), Revolving Credit Increase shall by notice to become effective on the Borrower and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL applicable Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.Effective Date; provided that:
(ci) With respect no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(bsuch Revolving Credit Increase;
(ii) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower Lenders shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by received from the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative AgentCompliance Certificate demonstrating, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and
(iii) each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date).
(dc) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of On the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as the outstanding Revolving Credit Loans and Commitment Percentages of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Swingline Loans and L/C Obligations contemplated will be reallocated by the Administrative Agent among the Lenders (including any new Lenders) in clauses accordance with their revised Commitment Percentages and the Lenders (iincluding any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment.
(iid) aboveEach Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments.
(e) Each Revolving Credit Increase shall be effected pursuant to an amendment to this Agreement executed and delivered by the Borrower, the Committed Percentage Administrative Agent and the applicable increasing Lenders (which may, without the consent of each Bank shall equal any other Lenders, effect such Bank’s Effective Amount Percentageamendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.7).
(f) The Borrower will not pay shall deliver or cause to be delivered any New Bank customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or any Affiliate thereof), equivalent governing body) of the Borrower authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives themtransaction.
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Increases in Commitments. The Total Committed Line Portions may be increased (i) If no Default or Event of Default has occurred and is continuing, any Borrower may, at any time prior to December 10the Revolving Termination Date, 2009 when request an increase in the Total Committed Percentage is less than 100%; provided that aggregate Commitments, by giving written notice to the Agent and each Bank (i) each Issuing Bank and Swing Line Bank approves each such notice an "Increase Request"). Concurrently with delivering an Increase Request, such Borrower may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (with respect to both Existing Banks and including New Banks) and (ii) the following conditions are satisfied:
(a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as may be agreed among the Administrative Agent and the Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of hereunder exceed $200,000,000 at any such request to each Banktime. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”)Bank may, (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”)its sole and absolute discretion, each such requested increase amount to be in a minimum amount of not less than $15,000,000, and (iii) constitute an invitation to each Bank commit to increase its Committed Line Portion Commitment by its Pro Rata Advance Share (or, if all or a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) part of the Requested TCL increase requested in the Increase Amount.
Request by delivering to such Borrower and the Agent a commitment valid for a period of 30 days (b"Commitment Increase Notice") Each Bankto such effect, acting it its sole discretion exercised which Commitment Increase Notice shall refer to this Section 2.5(b)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in good faith and connection with no obligation an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Committed Line Portion pursuant Commitment during the Consent Period or (y) fails to Section 2.14(a), shall by notice respond to the Borrower and the Administrative Agent advise within the Borrower and Administrative Agent whether or not such Bank agrees to accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, the Administrative Agent shall notify the Borrower of the results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount.
(c) With respect to any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of the Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Committed Line Portion, each New Bank, the Administrative Agent and the Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent.
(d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks.
(e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date Consent Period (each such Bank an “Existing Bank”) severally agrees, as giving a Decline Notice or failing to respond on or before the expiration of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell Consent Period being called a portion of its Existing Effective Amount to "Declining Bank" and each other Banks (including any New Banks) and/or purchase from other Existing Banks all or a portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower as of such date; and Bank being called an "Increasing Bank").
(ii) each Existing Bank that has increased its Committed Line Portion Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks specified in accordance with this Section 2.14(btheir respective Commitment Increase Notices and the New Bank(s) and each New Bank as of such date severally agrees to purchase from in their commitment letters equal or exceed the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (i) and (ii) aboveIncrease Request, the Committed Percentage Agent shall allocate such commitments up to the amount specified in the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Bank shall equal such Increasing Bank’s Effective Amount Percentage.
(f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank and provides equivalent fees or other compensation to the Existing Banks at the same time that the New Bank receives them.'s
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