Additional Banks Clause Samples

Additional Banks. (a) Agent may, upon the consent of the Borrowers, which consent shall not be unreasonably withheld, at any time add one or more banks to this Agreement by each such bank agreeing to be bound by the terms of this Agreement by virtue of executing a signature page hereto, which shall contain the amount of such bank's Revolving Credit Commitment. Upon the execution of a signature page hereto and the satisfaction of the conditions and other terms herein, such additional bank shall be deemed a "Bank" for the purposes of this Agreement and shall enjoy all rights and assume all obligations of a Bank as set forth in this Agreement. (b) Upon the execution of a signature page hereto by the additional Bank, the then existing Banks shall be deemed to sell and assign to the additional Bank, without representation, warranty, or recourse, and the additional Bank shall be deemed to purchase and assume from the existing Banks, a portion of the rights and obligations of the existing Banks with respect to the Credit such that after the sale and assignment each of the Banks (including the additional Bank) shall own a portion of the Credit, the Advances, and the Letter of Credit Contingent Obligations in an amount equal to its Pro Rata Portion (after adjustment to take into account the Revolving Credit Commitment of the additional Bank). Pursuant to such sale and assignment of a portion of the Credit, the existing Banks are entitled to payment of all amounts owing under the portions of the Credit sold and assigned, and the additional Bank shall pay to the Agent, for the benefit of the existing Banks, at its Lending Office specified in the signature pages hereof, in immediately available funds, an amount equal to the additional Bank's Pro Rata Portion of all amounts owing under the Credit. (c) By executing and delivering a signature page hereto, the additional Bank confirms to and agrees with the other parties hereto as follows: (i) the Banks and the Agent make no representation or warranty and assume no responsibility with respect to any statements, warranties, or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) the Banks and the Agent make no representation or warranty and assume no responsibility with respect to the financial condition of the Borrowers or the performance or observance by any ...

Additional Banks. Subject to satisfaction of the minimum extension requirements under Section 2.8(e), the Borrower shall have the right on or before the Existing Termination Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more Purchasing Banks (each, an “Additional Bank”) as provided in Sections 6.6 and 13.5(c), each of which Additional Banks shall have entered into a Transfer Supplement pursuant to which such Additional Bank shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Bank is already a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date).

Additional Banks. A lender which is to become a party to this Agreement as a Bank pursuant to Section 2.1.2 [Right to Increase Commitments] hereof, or otherwise (each an “Additional Bank”) shall execute and deliver to the Administrative Agent a Bank Joinder to this Agreement in substantially the form attached hereto as Exhibit 1.1(B). Upon execution and delivery of a Bank Joinder, such Additional Bank shall be a party hereto and a “Bank” under each of the Loan Documents for all purposes. On the effective date of such Bank Joinder the Borrowers shall repay all Revolving Credit Loans on such effective date, subject to Section 4.5 [Additional Compensation in Certain Circumstances] and reborrow a like amount on such date and such Additional Bank, together with all of the Banks, shall participate in such new Loans in accordance with their Ratable Shares as modified on the effective date of such Bank Joinder. Schedule 1.1(B) shall be amended and restated on the date of such Bank Joinder to read as set forth on the attachment to such Bank Joinder. Simultaneously with the execution and delivery of such Bank Joinder, the Borrowers shall execute, if requested, a Revolving Credit Note and deliver it to such Additional Bank together with copies of such other documents described in Section 6.1 [First Loans] hereof as such Additional Bank may reasonably require.

Additional Banks. On one or more occasions, one or more Additional Banks may be admitted as Banks party to this Agreement in connection with an increase of the Total Commitment pursuant to Section 2.8, subject to (i) execution and delivery by any such Additional Bank to the Administrative Agent, for recording in the Register pursuant to Section 11.4, of an Instrument of Adherence substantially in the form of Exhibit F hereto (an "Instrument of Adherence"), (ii) acceptance of such Instrument of Adherence by each of the Administrative Agent and the Company by their respective executions thereof, and (iii) execution and delivery by the Company of a Revolving Credit Note to the order of such Additional Bank in the form of Exhibit A hereto. Upon the satisfaction of the foregoing conditions, from and after the effective date specified in each such Instrument of Adherence, which effective date shall be at least five (5) Business Days after the execution thereof, the Additional Bank shall be a Bank party hereto and have the rights and obligations of a Bank hereunder. By its execution and delivery of an Instrument of Adherence, each Additional Bank shall represent and warrant to and agree with the other parties to this Agreement as follows: (a) that such Additional Bank has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.1 and Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Instrument of Adherence; (b) that such Additional Bank will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (c) that such Additional Bank is qualified as an Eligible Assignee; (d) that such Additional Bank appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; (e) that such Additional Bank agrees that it will perform all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank; and (f) that such Additional Bank is legally authorized to enter into such Instrument of Adherence.

Additional Banks. The Company may, with the prior written consent of the Administrative Agent and the Issuing Banks, add additional Banks to this Agreement. Each such additional Bank shall execute a supplemental counterpart to this Agreement setting forth the Commitment of such additional Bank and its Applicable Pro Rata Shares as computed by the Administrative Agent as of the effective date of such new Bank's addition to the Agreement. The Administrative Agent shall notify each existing Bank in writing of the increased Commitments and each Bank's revised Applicable Pro Rata Shares as of the effective date of such new Bank's addition to the Agreement. Upon the execution and delivery of such supplemental counterpart the new Bank shall be deemed automatically to have become a party hereto. The Company and each other Multicurrency Borrower shall, within five Business Days thereafter, execute and deliver to the Administrative Agent, for delivery to the new Bank, Notes evidencing such Bank's assigned Loans, unpaid Reimbursement Obligations and Commitment hereunder. With respect to outstanding Loans, the additional Bank shall promptly fund its Domestic Revolver Pro Rata Share of Base Rate Loans, by making payment thereof to the Tranche D Agent for distribution to the other Banks. In the case of Eurocurrency Rate Loans, such funding shall be made on the last day of the then current Interest Period of each such Eurocurrency Rate Loan and the Banks' Applicable Pro Rata Shares in each such outstanding Eurocurrency Rate Loan shall not be adjusted by virtue of the addition of such new Bank until the last day of such Interest Period. Unless otherwise specified by the Company to the Administrative Agent in writing prior to the new Bank's addition to this Agreement under this Section 15.24, the increase in the Commitments created by the addition of such new Bank shall be allocated to Tranche D as of the effective date of such new Bank's addition to the Agreement.

Additional Banks. Subject to the consent of the Required Banks, the Borrower may request that the aggregate Revolving Credit Commitments be increased by up to $25,000,000 by offering such increase to one or more Banks already party hereto or other commercial banks not already party hereto (each such Bank or bank being hereinafter referred to as an "Additional Bank") reasonably acceptable to the Agent. Each such increase in the Revolving Credit Commitments shall be subject to satisfaction of the following conditions in each case as of the date such increase is to be effective: (i) no Default or Event of Default shall occur or be continuing, (ii) such increase shall be at least $5,000,000, (iii) the Borrower shall have paid to each Bank any amount that will be due such Bank under Section 1.13 hereof as a result of any prepayment (pursuant to the last sentence of this Section) of any Fixed Rate Loans outstanding under this Agreement at the time of the effectiveness of such increase, (iv) the Agent shall have received an acknowledgment agreement providing for such increase in form and substance satisfactory to it executed by the Borrower, the Agent and each Additional Bank, (v) the Agent shall have received Revolving Notes executed by the Borrower in favor of each such Additional Bank in the amount of its Revolving Credit Commitment after giving effect to such increase (such Additional Bank to promptly return to the Borrower any Revolving Note previously issued to it hereunder), (vi) EBITDA for the then four most recently completed fiscal quarters of the Borrower are greater than $100,000,000, and (vii) after giving effect to such increase, the aggregate cumulative amount of increases in the Revolving Credit Commitments by virtue of this Section shall not exceed $25,000,000. Upon the satisfaction of such conditions, effective as of the date set forth in such acknowledgment agreement, (i) each such Additional Bank shall thereafter be a "Bank" party to this Agreement and shall be entitled to all rights, benefits and privileges afforded a Bank hereunder and subject to the obligations of a Bank hereunder to the extent of its Revolving Credit Commitment and (ii) the aggregate Revolving Credit Commitments of all the Banks (including the Additional Banks) shall be increased by the amount of the Revolving Credit Commitments of the Additional Banks (without any increase in the Revolving Credit Commitment of any Bank other than an Additional Bank). Concurrently with the effectiveness of ...

Additional Banks. Subject to Section 6.01, the Borrower may designate a bank or other financial institution that has previously issued letters of credit for the account of the Borrower or a Subsidiary thereof on or prior to May 28, 2003 and is not already a Bank at the time of such designation as a Bank; provided, that (A) such a designation of any bank or financial institution shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and (B) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any designation made pursuant to this Section 2.08. Upon (i) the execution and delivery by the Borrower and such bank or financial institution of an instrument of assumption reasonably satisfactory to the Administrative Agent, (ii) the preparation by such bank or financial institution of a schedule setting forth the letters of credit that shall thereafter constitute Letters of Credit hereunder and the confirmation by the Borrower of such schedule and (iii) if necessary, the execution and delivery by the Borrower and such bank or other financial institution of an External Sharing Debt Supplement (as defined in the Guarantee and Collateral Agreement) pursuant to Section 8.14(b) of the Guarantee and Collateral Agreement, such bank or financial institution shall become a Bank with all the rights and obligations of a Bank under this Agreement. (c) Section 2.06(a) of the ESD Agreement is hereby amended by replacing each use of the term “Collateral Agent” therein with the term “Administrative Agent”. (d) Section 3.17(c) of the ESD Agreement is hereby amended in its entirety to read as follows:

Additional Banks. 45 SECTION 12 MISCELLANEOUS

Additional Banks. Additional lenders (each, an "Additional Bank") may also become Banks hereunder and the aggregate amount of the Commitments hereunder shall increase accordingly, with the prior written consent of the Company, each Bank and the Agent, by executing an Assumption Agreement substantially in the form of Exhibit G hereto. Immediately upon the effectiveness of any such Assumption Agreement, the Company shall (x) borrow Eurocurrency Rate Loans and Floating Rate Loans from the Additional Bank(s) executing such Assumption Agreement and prepay Eurocurrency Rate Loans and Floating Rate Loans owing to the Banks other than such Additional Bank(s), in such amounts and in such Permitted Currencies that, after giving effect thereto, all of the Eurocurrency Rate Loans denominated in the same Permitted Currency and all of the Floating Rate Loans shall be allocated among the Banks (including the Additional Bank(s)) pro rata in accordance with the amounts of their respective Commitments and (y) pay all accrued interest on any Loans so prepaid and all amounts owing under Section 3.9 by reason of any such prepayment.