Optional Increase in Commitments Clause Samples

Optional Increase in Commitments. Following the Effective Date, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided: (i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders; (ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18; (iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and (iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of it...

Optional Increase in Commitments. Section 2.10 of the Credit Agreement is hereby deleted in its entirety and [Intentionally Deleted] substituted therefor.

Optional Increase in Commitments. At any time the Companies may request the Banks by written notice to the Agent, to increase the aggregate Commitments. The Agent shall transmit such request to each Bank within one Business Day. Each Bank will have the option, in its sole discretion, to subscribe for its proportionate share of such requested increase, according to its then existing Pro Rata Share. The Banks shall respond in writing to the Companies' request through the Agent within fifteen (15) Business Days by submitting a supplement in the form of Exhibit G. Any Bank not responding within fifteen (15) Business Days shall be deemed to have declined the request. At the option of the Companies, any part of the increase not so subscribed may be assumed, within ten (10) Business Days of the Banks' response, by one or more existing Banks or assumed by other banks meeting the qualifications of an Eligible Assignee acceptable to the Agent and the Companies, which consent of the Agent shall not be unreasonably withheld, upon submission of a supplement in the form of Exhibit H-1, in the case of an existing Bank, or Exhibit H-2, in the case of a new party to this Agreement, and Schedule 2.01 shall be amended accordingly. If Commitments are reallocated as a result of a non-pro rata subscription, the Loans shall be prepaid to the extent outstandings exceed each Bank's reallocated Commitment (subject, without limitation, to Section 3.04(d) hereof).

Optional Increase in Commitments. (a) At any time, if no Default shall have occurred and be continuing, the Borrower may, upon at least 30 days' notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the aggregate amount of the Commitments by an amount not greater than $87,500,000 (the amount of any such increase, the "INCREASED COMMITMENTS"). Each Bank party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following receipt of such notice to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing. Any Bank not responding within 15 days of receipt of such notice shall be deemed to have declined to increase its Commitment.

Optional Increase in Commitments. At any time prior to the date that is forty-two (42) months after the date of this Agreement, provided no Event of Default shall have occurred and then be continuing, the Borrower may, if it so elects, increase the aggregate amount of the Commitments (subject to proviso (b) in the next sentence), either by designating a Qualified Institution not theretofore a Bank to become a Bank (such designation to be effective only with the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Bank or other financial institution of an instrument in form reasonably satisfactory to the Administrative Agent, such existing Bank shall have a Commitment as therein set forth or such Qualified Institution shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder; provided that: (a) the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Banks; and (b) the amount of such increase, together with all other increases in the aggregate amount of the Commitments pursuant to this Section 9.15 since the date of this Agreement, does not cause the Loan Amount to exceed $650,000,000.

Optional Increase in Commitments. The Company may from time to time, by means of a letter to the Administrative Agent substantially in the form of Exhibit K, request that the Aggregate U.S. Commitment or the Aggregate Canadian Commitment be increased by (a) increasing the amount of the U.S. Commitment or the Canadian Commitment, as applicable, of one or more Lenders that have agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a U.S. Commitment or a Canadian Commitment in an amount agreed to by such Eligible Assignee; provided that (i) no Eligible Assignee shall be added as a party hereto unless such Eligible Assignee shall have been approved in writing by the Administrative Agent and, in the case of the addition of a Canadian Lender, the Canadian Agent (which approvals shall not be unreasonably withheld or delayed), (ii) the aggregate amount of all increases permitted pursuant to this Section 2.21 shall not exceed U.S.$75,000,000 (of which not more than $75,000,000 may be increases in the Aggregate U.S. Commitment and not more than $25,000,000 may be increases in the Aggregate Canadian Commitment), (iii) in no event shall Aggregate Canadian Commitment exceed the lesser of (A) U.S.$75,000,000 and (B) the amount of the Aggregate U.S. Commitment less $175,000,000 without the written consent of all Lenders, (iv) unless the Canadian Agent and all Canadian Lenders otherwise consent, no increase in the Canadian Commitment shall be made at any time that any Canadian Banker’s Acceptances or Canadian BA Equivalent Notes are outstanding; (v) at the time of any such increase and after giving effect thereto, no Event of Default or Unmatured Event of Default shall exist and (vi) both before and after giving effect to any such increase, the Company shall be in pro forma compliance with all financial covenants set forth in Section 7. Any increase in the amount of the Aggregate U.S. Commitment or the Aggregate Canadian Commitment pursuant to this Section 2.21 shall become effective three Business Days after the date on which the Administrative Agent has (or, in the case of an increase in the Aggregate Canadian Commitment, the Agents have) received and accepted the applicable increase letter in the form of Annex 1 to Exhibit K (in the case of an increase in the amount of the U.S. Commitment or Canadian Commitment of an existing Lender) or assumption letter in the form of Annex 2 to Exhibit K (in the case of the addition of an Eligible Assignee as a new Lender) or on such o...

Optional Increase in Commitments. The Company may, from time to time prior to Term Out Date, by means of a letter to the Administrative Agent substantially in the form of Exhibit G, request that the Commitment be increased by (a) increasing the Pro Rata Share of the Commitment of one or more Banks which have agreed to such increase and/or (b) adding one or more commercial banks or other Persons as a party hereto with a Pro Rata Share in an amount agreed to by any such commercial bank or other Person; provided that (i) no commercial bank or other Person shall be added as a party hereto without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); and (ii) in no event shall the Commitment exceed $250,000,000 without the written consent of all Banks. Any increase in the Commitment pursuant to this Section 25 shall be effective three Business Days after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of Annex 1 to Exhibit G (in the case of an increase in the Commitment of an existing Bank) or assumption letter in the form of Annex 2 to Exhibit G (in the case of the addition of a commercial bank or other Person as a new Bank). The Administrative Agent shall promptly notify the Company and the Banks of any increase in the amount of the Commitment pursuant to this Section 25 and of the Pro Rata Share of each Bank after giving effect thereto.

Optional Increase in Commitments. The Company may at any time (but not more than once in any calendar year), by means of a letter to the Agent substantially in the form of Exhibit J, request that the Aggregate Commitment Amount be increased by (a) increasing the amount of the Commitment of one or more Lenders which have agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a Commitment in an amount agreed to by such Eligible Assignee; provided that (i) no Eligible Assignee shall be added as a party hereto unless such Eligible Assignee shall have been approved in writing by the Agent (which approval shall not be unreasonably withheld), (ii) in no event shall the Aggregate Commitment Amount exceed $285,714,285.71 without the written consent of all Lenders, (iii) at the time of such increase, and after giving effect thereto, no Event of Default or Unmatured Event of Default shall exist and (iv) both before and after giving effect to such increase, the Company shall be in pro forma compliance with all financial covenants set forth in Section 7. 1.4. Amendment to Section 3.7. Section 3.7 is amended by (i) deleting the language ", or a Lender declines or fails to respond to an Extension Request (as defined in the 364-Day Credit Agreement pursuant to subsection 2.18(a) of the 364-Day Credit Agreement)" and (ii) deleting the language "or declining or failing to respond to an Extension Request,".

Optional Increase in Commitments. Section 2.1(b) of the Credit Agreement is hereby amended by deleting the phrase “not more than Five Hundred Million Dollars ($500,000,000) in the aggregate (such that the aggregate Commitments after such increases shall never exceed Two Billion Seven Hundred Million Dollars ($2,700,000,000))” in the fifth line thereof and substituting in lieu thereof the phrase “not more than an amount such that the aggregate Commitments after such increases shall never exceed Three Billion Dollars ($3,000,000,000)”.