Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 4 contracts
Samples: Signature (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust), Signature (Diversified Healthcare Trust)
Increase in Commitments. (a) The Borrower shall have the right Company may at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which notice may include any Lender, cause new Global Tranche Commitments or US Tranche Commitments to be extended by the Increasing Lenders (or cause the existing Global Tranche Commitments or US Tranche Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Increasing Lender (which shall not be less than US$5,000,000) set forth in such notice; provided that (i) the new Commitments and increases in existing Commitments pursuant to this paragraph shall not be greater than US$500,000,000 in the aggregate during the term of this Agreement and shall not be less than US$10,000,000 (or any portion of such US$500,000,000 aggregate amount remaining unused) for any such increase, (ii) each Increasing Lender, if not already a Lender hereunder, shall be irrevocable once given; provided, however, that after giving effect subject to any such increases the aggregate amount approval of the Commitments Administrative Agent and each LC Issuer (which approval shall not exceed $2,000,000,000 be unreasonably withheld) and (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentiii) each Increasing Lender, in consultation with the Borrowerif not already a Lender hereunder, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in connection with a form satisfactory to the Administrative Agent and the Company (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such requested increase must Increasing Lender shall thereafter be an Eligible Assignee. If a new Lender becomes deemed to be a party to this AgreementAgreement and shall be entitled to all rights, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment or Commitments of such Increasing Lender as provided in such Accession Agreement. Notwithstanding the foregoing, no increase in the Commitments (or in the case Commitment of an existing any Lender) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 4.02(b) and (c), increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the such increase of Commitmentsand (ii) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in Sections 4.01(b) and (yc) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct satisfied (with all references in all material respects (except in the case of such paragraphs to a representation or warranty qualified by materiality, in which case Credit Event being deemed to be references to such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateincrease) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Company., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 4 contracts
Samples: Credit Agreement (Hartford Financial Services Group, Inc.), Credit Agreement (Hartford Financial Services Group, Inc.), Credit Agreement (Hartford Financial Services Group Inc/De)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which notice shall cause the total Commitments to be irrevocable once givenincreased by an amount not less than $25,000,000 for any such increase; provided, however, provided that after giving effect to any such increases increase the aggregate amount sum of the total Commitments shall not exceed $2,000,000,000 (less 1,250,000,000 minus any amount by which the aggregate amount of reductions of Commitments effected shall have been reduced pursuant to Section 2.11.)2.09. Each such increase in Such notice shall set forth the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the total Commitments among and the date on which such existing Lenders and/or other banksincrease is to become effective. The Company may also request in such notice that each Lender, financial institutions within ten (10) Business Days of the date thereof, by written notice to the Company and other institutional lenders. No Lender shall be obligated in any way whatsoever the Administrative Agent, either agree to increase its Commitment (each Lender so agreeing being an “Increasing Lender”) or provide a new Commitment, decline to increase its Commitment (and any new Lender becoming that does not deliver such a party notice within such ten (10) Business Day period shall be deemed to this Agreement in connection with have declined to increase its Commitment). Alternatively, the Company may arrange for one or more banks or other financial institutions (any such requested increase must bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”; provided that no Augmenting Lender shall be an Eligible Assignee. If a new Lender becomes a party Ineligible Institution), which may include any Lender, to this Agreementextend Commitments or increase their existing Commitments; provided that each Augmenting Lender, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes not already a Lender hereunder (or in the case of an existing Lenderhereunder, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect shall be subject to the Lenders’ respective Commitments and after giving effect to the increase approval of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to which approval shall not be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateunreasonably withheld) and except for changes in factual circumstances specifically the Company and expressly permitted hereunder, and (z) each Augmenting Lender shall execute all such documentation as the Administrative Agent shall have received each of the following, in form and substance satisfactory reasonably specify to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters evidence its Commitment and/or its status as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitmentsa Lender hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15.addition, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, America shall provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. Any increase in the total Commitments may be made in an amount which is less than the increase initially requested by the Company.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Hubbell Inc), Credit Agreement (Hubbell Inc)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which notice shall request that the total Commitments be irrevocable once givenincreased by an amount not less than $25,000,000 for any such increase; provided, however, provided that after giving effect to any such increases increase the aggregate amount sum of the total Commitments shall not exceed $2,000,000,000 (less 300,000,000 minus any amount by which the aggregate amount of reductions of Commitments effected shall have been reduced pursuant to Section 2.11.)2.09. Each such Such notice shall set forth the amount of the requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with not less than 10 Business Days or more than 60 days after the Borrower, shall manage all aspects of the syndication date of such increase in notice), and shall offer each Lender the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever opportunity to increase its Commitment or provide a new Commitment, and any new by its Applicable Percentage of the proposed increased amount. Each Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loansshall, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel notice to the Borrower and the GuarantorsAdministrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and addressed any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (which approvals shall not be unreasonably withheld) and the Lenders covering Borrower and each Augmenting Lender shall execute all such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements documentation as the Administrative Agent may shall reasonably request and (2) specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the case of any Lender that total Commitments may be made in an amount which is organized under less than the laws of a jurisdiction outside of increase requested by the United States of AmericaBorrower if the Borrower is unable to arrange for, provide or chooses not to the Administrative Agentarrange for, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActAugmenting Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Ethan Allen Interiors Inc), Credit Agreement (Ethan Allen Interiors Inc), Credit Agreement (Ethan Allen Interiors Inc)
Increase in Commitments. The Borrower shall have After the right at any time and from time to time during Restatement Date, the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once given; increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that after giving effect to any such increases (a) the aggregate amount of the Lenders' Commitments shall not exceed $2,000,000,000 (less after giving effect to such increase, together with the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with commitments under the BorrowerFive-Year Credit Agreement, shall manage all aspects in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement in connection with any such requested increase must be an Eligible Assigneeby completing and delivering to the Administrative Agent a duly executed Accession Agreement. If a Increases and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereunder, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Revolving Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (yb) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (c) of Section 4.03 shall be true and correct satisfied (with all references in all material respects (except in the case of such paragraphs to a representation or warranty qualified by materiality, in which case Borrowing being deemed to be references to such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateincrease) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the followingCompany. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, in form and substance satisfactory any Standby Loans outstanding prior to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interests Periods applicable thereto, and shall then be repaid or refinanced with any increase in the aggregate amount of the Commitments new Standby Loans made pursuant to this Section 2.15Sections 2.01 and 2.05., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 3 contracts
Samples: Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp)
Increase in Commitments. (i) The Borrower shall have the right at any time and option, without the consent of the Lenders, from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request cause one or more increases in the aggregate amount Aggregate Commitments by adding, subject to the prior approval of the Commitments by providing written notice to Administrative Agent and the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any Issuing Banks (such increases the aggregate amount of the Commitments shall approval not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banksunreasonably withheld), financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase must be an Eligible Assignee. If a new Lender becomes a party their respective Commitments; provided however that: (A) prior to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loansincrease, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $1,800,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in existence on form and substance reasonably acceptable to the effective date Administrative Agent and executed by the Borrower, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except increase in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true Aggregate Commitments and correct in all respects) on the effective date of such increase except (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified this Section by the Secretary or Assistant Secretary of (A) all corporate execution and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the Lenders covering such matters as reasonably requested by extent necessary to keep the Administrative Agent; and (iii) new outstanding Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount Loans of each Lender ratable with such Lender’s Commitment at the time of the effectiveness of the applicable revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Aggregate Commitments pursuant to under this Section 2.15Section., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 3 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (WPX Energy, Inc.), Credit Agreement (Williams Companies Inc)
Increase in Commitments. The Borrower shall have the right Company may, at any time and from time to time during after the period beginning on the Effective Closing Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, propose an increase in the total NAIC Tranche Commitments or Non-NAIC Tranche Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment of the applicable Class then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld); provided that each Assuming Lender with a NAIC Tranche Commitment shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall be irrevocable once given; providedspecify (i) the name of each Increasing Lender and/or Assuming Lender, howeveras applicable, that after giving effect to any such increases (ii) the aggregate Class of the Commitments which is being increased, (iii) the amount of the Commitments Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender, (iv) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall not exceed $2,000,000,000 be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date) and (less v) the aggregate amount of reductions of Commitments effected pursuant Company’s election whether to Section 2.11.)increase the Foreign Currency Sublimit Dollar Amount as provided below. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender Commitment Increase shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.additional conditions:
Appears in 3 contracts
Samples: Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time prior to time during the period beginning on Business Day immediately preceding the Effective Date to but excluding Maturity Date, the Termination Date to request Borrower may effectuate one or more increases in the aggregate amount Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments by providing written notice existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Administrative Agenttime agree, which notice in the case of any existing Lender, to increase its Commitment as such Lender shall be irrevocable once givenso select (an “Increasing Lender”) and, in the case of any Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that after giving effect (i) each such Commitment Increase shall be equal to any at least $5,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Commitments and Advances except as to upfront fees which may be as agreed to between the Borrower and such increases Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate amount of the Commitments all such Commitment Increases shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of $100,000,000, and (Aiv) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) Commitment Increase shall not effect an increase in the aggregate amount of payments previously made by Commitments if the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving LoansMaturity Date has occurred. The Borrower shall pay provide prompt notice of such proposed Commitment Increase pursuant to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed 2.15 to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable Lenders. This Section 2.15 shall not be construed to create any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as obligation on the Administrative Agent may reasonably request and (2) in the case of or any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Lenders to advance or to commit to advance any credit to the Administrative Agent, its name, address, tax identification number and/or such Borrower or to arrange for any other information as shall be necessary for Person to advance or to commit to advance any credit to the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActBorrower.
Appears in 3 contracts
Samples: Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP), Credit Agreement (Hi-Crush Partners LP)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the aggregate amount approval of the Commitments by providing written notice Administrative Agent (such approval not to the Administrative Agentbe unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of the Commitments all Commitment Increases shall not exceed $2,000,000,000 150,000,000; (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitmentiii) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (Aiv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the portion representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously Commitment Increase Date as if made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to on and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement, Credit Agreement (Idacorp Inc)
Increase in Commitments. The Borrower shall have the right at any time and (a) Alcoa may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative Agent, executed by Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective Lender”), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once givenincreased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided, however, that after giving effect to any such increases (i) the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each any such increase in the Commitments must shall be an no less than $25,000,000, (ii) the sum of the aggregate minimum amount of $50,000,000 and integral multiples increases in Commitments under this Section 2.20, during the term of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrowerthis Agreement, shall manage all aspects not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in connection with any such requested increase must be an Eligible Assignee. If a Commitments and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereto, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increasethe Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (yi) the representations and warranties made or such Prospective Lender shall thereafter be deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is be a party to this Agreement and shall be true entitled to all rights, benefits and correct privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in all material respects (except such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the case Commitment of a representation or warranty qualified by materialityLender already a party hereunder, in which case such representation or warranty Schedule 2.01(a) shall be true and correct in all respects) on deemed to have been amended to reflect the effective date increased Commitment of such Lender. Notwithstanding the foregoing, no increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case aggregate Commitments (or in the Commitment of a representation or warranty qualified by materiality, in which case such representation or warranty any Lender) shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and become effective under this Section unless (zi) the Administrative Agent shall have received each documents consistent with those delivered under paragraphs (a) and (c) of the following, in form and substance satisfactory Section 4.01 as to the Administrative Agent: (i) if not previously delivered corporate power and authority of Alcoa to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower borrow hereunder after giving effect to authorize such increase and (Bii) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing on the guaranty date of such increase; , the conditions set forth in paragraphs (iib) an opinion and (c) of counsel Section 4.02 shall be satisfied (with all references in such paragraphs to the Borrower a Borrowing being deemed to be references to such increase) and the Guarantors, and addressed to the Administrative Agent shall have received a certificate to that effect dated such date and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to a Financial Officer of Alcoa. Following any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount increase of such a Lender’s Commitment at the time or any extension of a new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interests Periods applicable thereto, and shall then be repaid or refinanced with any increase new Loans made pursuant to Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the aggregate conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Loans being refinanced. Notwithstanding anything to the Administrative Agentcontrary in this Agreement, its name, address, tax identification number and/or such other information as no Lender shall be necessary for the Administrative Agent required to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actbe a Prospective Lender.
Appears in 3 contracts
Samples: Assignment and Assumption (Alcoa Inc), Assignment and Assumption (Alcoa Inc), Master Lease Agreement (Alcoa Inc)
Increase in Commitments. The (a) At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Paying Agent (which shall have promptly deliver a copy to each of the right Lenders), request at any time and or from time to time during that the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Total Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once givenincreased; provided, however, provided that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bi) the aggregate amount of payments previously made each such increase pursuant to this Section 2.20 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.20 shall not exceed $500,000,000, (ii) each such request of the Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the other Lenders under Section 2.2.(jproposed increased amount and (iii) that have not been repaideach Lender, plus in its sole discretion, may either (CA) interest accrued and unpaid agree to and as of such date on such increase its Commitment by all or a portion of the outstanding principal offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such Revolving Loansincrease is requested to become effective. The In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower shall pay may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Lenders amounts payableunsubscribed amount; provided that each Augmenting Lender, if anynot already a Lender hereunder, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is shall be subject to the following approval of the Paying Agent (not to be unreasonably withheld). Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by FDSI, the Borrower, the Paying Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments, subject to the satisfaction of any conditions precedent: set forth in such agreement. Notwithstanding the foregoing, no increase in the Total Commitments (xor in the Commitment of any Lender) no Default or Event of Default shall be in existence become effective under this paragraph (a) unless, on the effective date of such increase, the conditions set forth in paragraphs (ya) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (b) of Sections 4.02 shall be true and correct in all material respects satisfied (except in the case of as though a representation or warranty qualified by materiality, in which case Borrowing were being made on such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Paying Agent shall have received each of the following, in form a certificate to that effect dated such date and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount a Responsible Officer or a Financial Officer of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15each Loan Party., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Federated Department Stores Inc /De/), Credit Agreement (Federated Department Stores Inc /De/)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time prior to time during the period beginning on Business Day immediately preceding the Effective Date to but excluding Maturity Date, the Termination Date to request Borrowers may effectuate one or more increases in the aggregate amount US Commitments and/or the Canadian Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments by providing written notice existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Administrative Agenttime agree, which notice in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment or its Canadian Commitment, as the case may be, as such Lender shall be irrevocable once givenso select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase to the US Commitments shall be equal to at least $10,000,000, (ii) each such Commitment Increase to the Canadian Commitments shall be equal to at least $5,000,000, (iii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may be as agreed to between the Borrowers and such Increasing Lender or Additional Lender, as the case may be, (iv) the aggregate of all such Commitment Increases shall not exceed $100,000,000, and (v) after giving effect to any each such increases Commitment Increase, the aggregate amount of the Canadian Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof40,000,000. The Administrative Agent, in consultation with the Borrower, Applicable Borrower shall manage all aspects of the syndication provide prompt notice of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its proposed Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments Increase pursuant to this Section 2.15., 2.17 to the Applicable Administrative Agent(s) and the applicable Lenders. This Section 2.17 shall not be construed to create any obligation on either Administrative Agent or any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of to advance or to commit to advance any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide credit to the Administrative Agent, its name, address, tax identification number and/or such any Borrower or to arrange for any other information as shall be necessary for the Administrative Agent Person to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actadvance or to commit to advance any credit to any Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (750,000,000, less the aggregate amount of reductions any voluntary reduction of the Commitments effected pursuant to Section 2.11.)2.12. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 10,000,000 and integral multiples of $10,000,000 5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, Agent shall manage all aspects promptly notify each Lender of the syndication of any such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersrequest. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.45.4. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or would occur after giving effect to such increase or (y) the representations and warranties any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be is not (or would not be) true and or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders Lender increasing their Commitmentsits Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Corp)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time prior to time during the period beginning on Business Day immediately preceding the Effective Date to but excluding Scheduled Maturity Date, the Termination Date to request Borrower may effectuate one or more increases in the aggregate amount Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments by providing written notice existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Administrative Agenttime agree, which notice in the case of any existing Lender, to increase its Commitment as such Lender shall be irrevocable once givenso select (an “Increasing Lender”) and, in the case of any Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that after giving effect (i) each such Commitment Increase shall be equal to any at least $5,000,000, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Commitments and Advances except as to upfront fees which may be as agreed to between the Borrower and such increases Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate amount of the Commitments all such Commitment Increases shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of $50,000,000, and (Aiv) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) Commitment Increase shall not effect an increase in the aggregate amount of payments previously made by Commitments if the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving LoansMaturity Date has occurred. The Borrower shall pay provide prompt notice of such proposed Commitment Increase pursuant to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed 2.15 to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable Lenders. This Section 2.15 shall not be construed to create any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as obligation on the Administrative Agent may reasonably request and (2) in the case of or any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Lenders to advance or to commit to advance any credit to the Administrative Agent, its name, address, tax identification number and/or such Borrower or to arrange for any other information as shall be necessary for Person to advance or to commit to advance any credit to the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Hi-Crush Partners LP), Guaranty Agreement (Hi-Crush Partners LP)
Increase in Commitments. The Administrative Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments upon one or more occasions by providing written notice to the Administrative AgentAgent (a “Commitment Increase Notice”) to request an increase in the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the in an aggregate amount of the Commitments shall not exceed $2,000,000,000 up to US$150,000,000 for all such increases, to a maximum aggregate Commitment of US$850,000,000 (less the aggregate amount of any Commitment reductions of Commitments effected pursuant to Section 2.11.2.8). Each ; provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitments must Commitment, and (ii) the Administrative Borrower will be an aggregate minimum in pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the Commitment. The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall specify a time period selected by the Administrative Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, the amount of $50,000,000 and integral multiples of $10,000,000 in excess thereofsuch increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent, in consultation with Agent shall notify the Borrower, shall manage all aspects Administrative Borrower and each Lender of such other Lender’s responses to each request made hereunder. After the expiration of the syndication time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of such responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, including decisions as invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to the selection provide all or any portion of the existing Lenders and/or other banksIncrease Amount and that are acceptable to each of the Administrative Agent, financial institutions Swingline Lender and other institutional lenders Issuing Bank (such consent not to be approached with respect to such increase and the allocations unreasonably withheld or delayed) (it being agreed that any Lender as of the increase in date of the Commitments among Commitment Increase Notice would be acceptable) and such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Persons may be admitted as a Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection accordance with the provisions of Section 10.4(e). None of the Administrative Agent, Lead Arranger or any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such other Lender shall on have any obligation or other commitment to provide all or any portion of the date it becomes Increase Amount. No consent of any Lender (other than any Lender providing a Lender hereunder (or in portion of the case of an existing Lender, increases its CommitmentIncrease Amount) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect shall be required to the Lenders’ respective Commitments and after giving give effect to the Increase Amount. Any such increase of Commitmentsin the Commitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued Borrower and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on specifying the effective date of such increase except in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the extent Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such representations payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and warranties expressly relate solely that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of a representation all or warranty qualified by materialityany portion of Revolving Loans constituting Eurocurrency Loans, in which case such representation CDOR Rate Loans or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderEURIBOR Loans, and (z) the Administrative Agent Borrower shall have received pay to each of the followingLenders receiving any such payment, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments that such payment is made pursuant to this Section 2.15.2.22, any Lender becoming a party hereto shall (1) execute such documents and agreements as the amount that would be required to be paid by the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Borrower pursuant to Section 2.15 had such payments been made directly by the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)
Increase in Commitments. (a) The Borrower shall have Company may, by written notice to the right at any time and General Administrative Agent from time to time during (which notice the period beginning on General Administrative Agent shall promptly forward to the Effective Date Lenders), request that the Commitment of any Class be increased by an amount not to but excluding exceed the Termination Date to request increases in Incremental Facility Amount at such time. Such notice shall set forth the aggregate amount of the Commitments requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Facility Amount), the Class or Classes of the requested increase and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender of the affected Class the opportunity to increase its Commitment by providing written its Applicable Percentage of such Class of the proposed increased amount. Each Lender of the affected Class shall, by notice to the Company and the General Administrative Agent given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the General Administrative Agent’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Company, the Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which notice may include any Lender, to extend Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be irrevocable once given; provided, however, that after giving effect subject to any such increases the aggregate amount approval of the Commitments Administrative Agents (which approval shall not exceed $2,000,000,000 (less be unreasonably withheld), and the aggregate amount of reductions of Commitments effected pursuant Borrowers and each Augmenting Lender shall execute all such documentation as the General Administrative Agent shall reasonably specify to Section 2.11.)evidence its Commitment and/or its status as a Lender hereunder. Each such Any increase in the Commitments must of any Class may be made in an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of which is less than the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by Company if the BorrowerCompany is unable to arrange for, payable or chooses not to any new Lenders and replacement Revolving Notes executed by the Borrowerarrange for, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Augmenting Lenders., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Zimmer Holdings Inc), Credit Agreement (Zimmer Holdings Inc)
Increase in Commitments. The Administrative Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments upon one or more occasions by providing written notice to the Administrative AgentAgent (a “Commitment Increase Notice”) to request an increase in the aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), which notice shall to a maximum aggregate Commitment of $250,000,000; provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitment, and (ii) the Administrative Borrower will be irrevocable once given; provided, however, that in pro forma compliance with the covenant in Section 6.7 after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each funding in connection with such increase in the Commitments must Commitment. NYDOCS/1287812.1 The Commitment Increase Notice shall be an aggregate minimum delivered by the Administrative Agent to the Lenders and shall specify a time period selected by the Administrative Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, the amount of $50,000,000 and integral multiples of $10,000,000 in excess thereofsuch increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent, in consultation with Agent shall notify the Borrower, shall manage all aspects Administrative Borrower and each Lender of such other Lender’s responses to each request made hereunder. After the expiration of the syndication time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of such responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, including decisions as invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to the selection provide all or any portion of the existing Lenders and/or other banksIncrease Amount and that are acceptable to each of the Administrative Agent, financial institutions Swingline Lender and other institutional lenders Issuing Bank (such consent not to be approached with respect to such increase and the allocations unreasonably withheld) (it being agreed that any Lender as of the increase in date of the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Commitment Increase Notice would be acceptable) may be admitted as a Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection accordance with the provisions of Section 10.4(e). None of the Administrative Agent, Lead Arranger or any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such other Lender shall on have any obligation or other commitment to provide all or any portion of the date it becomes a Lender hereunder (or Increase Amount. Any such increase in the case of an existing Lender, increases its CommitmentCommitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued Borrower and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on specifying the effective date of such increase except in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the extent Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such representations payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and warranties expressly relate solely that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of a representation all or warranty qualified by materialityany portion of Revolving Loans constituting Eurocurrency Loans, in which case such representation CDOR Rate Loans or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderEURIBOR Loans, and (z) the Administrative Agent Borrower shall have received pay to each of the followingLenders receiving any such payment, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments that such payment is made pursuant to this Section 2.15.2.22, any Lender becoming a party hereto shall (1) execute such documents and agreements as the amount that would be required to be paid by the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Borrower pursuant to Section 2.15 had such payments been made directly by the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.Borrower. NYDOCS/1287812.1
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Idexx Laboratories Inc /De)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time prior to time during the period beginning on Revolving Maturity Date, the Effective Date to but excluding the Termination Date to request Borrower may effectuate increases in the aggregate amount Revolving Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments by providing written notice existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Administrative Agenttime agree, which notice in the case of any such Eligible Assignee that is an existing Lender to increase its Revolving Commitment as such Lender shall be irrevocable once givenso select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Revolving Lender; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender i) each Commitment Increase shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitmentof at least $1,000,000, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bii) the aggregate amount of payments previously made by all Commitment Increases shall not exceed $15,000,000 and the other Lenders under Section 2.2.(jaggregate Revolving Commitments, after giving effect to all Commitment Increases, shall not exceed $40,000,000, and (iii) that have not been repaid, plus (C) interest accrued all Revolving Commitments and unpaid Revolving Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Revolving Commitments and as of such date on such portion Revolving Advances. The sum of the outstanding principal increases in the Revolving Commitments of the Increasing Lenders plus the Revolving Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in the aggregate, exceed the amount of such Revolving LoansCommitment Increase. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment provide prompt notice of any such Revolving Loans. Effecting the increase of the Commitments under proposed Commitment Increase pursuant to this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed 2.15 to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable Lenders. This Section 2.15 shall not be construed to create any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as obligation on the Administrative Agent may reasonably request and (2) in the case of or any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Lenders to advance or to commit to advance any credit to the Administrative Agent, its name, address, tax identification number and/or such Borrower or to arrange for any other information as shall be necessary for Person to advance or to commit to advance any credit to the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/)
Increase in Commitments. (a) The Borrower shall have the right right, at any time and from time prior to time during the period beginning on the Effective Date date that is one hundred eighty (180) days prior to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to and in consultation with the Administrative Agent, which notice to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be irrevocable once given; providedin a minimum amount of $10,000,000, however, that (ii) immediately after giving effect to any such increases Commitment Increase, the aggregate amount of the Revolver Commitments shall not exceed $2,000,000,000 750,000,000, (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in existence on compliance with the effective date covenants contained in Article V and (v) no consent of any Lender to such increase, (y) the representations Commitment Increase shall be required and warranties made or deemed made by no Lender shall be obligated to participate as a Lender in such Commitment Increase. Such notice from the Borrower or shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Loan Party in Lender. Other than fees payable under any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) letter agreement with the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to authorize such increase and (B) all corporatean Increasing Lender, partnershipan Additional Lender, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent or any Lender, as arranger, shall be for their own account and the Lenders covering shall be in an amount, if any, mutually agreed upon by each such matters as reasonably requested by the Administrative Agent; party and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lendereach party’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15sole discretion., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Main Street Capital CORP), Credit Agreement (Main Street Capital CORP)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments may, by providing written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be irrevocable once givendeemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments each Augmenting Bank that is not an existing Bank shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as subject to the selection prior written approval of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for (which approvals shall not be unreasonably withheld or delayed), and the account Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and documentation as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken increase requested by the Borrower if the Borrower is unable to authorize such increase and (B) all corporatearrange for, partnershipor chooses not to arrange for, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Augmenting Banks. The Borrower and the Guarantors, and addressed to the Administrative Agent and shall execute an amendment to Schedule 1 evidencing the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their revised Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Administration Agreement (American Honda Finance Corp), Transfer Supplement (American Honda Finance Corp)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the aggregate amount approval of the Commitments by providing written notice to the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of the Commitments all Commitment Increases shall not exceed $2,000,000,000 150,000,000; (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitmentiii) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (Aiv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the portion representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously Commitment Increase Date as if made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to on and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Borrower shall have the right may on up to two occasions at any time and from time not later than three months prior to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Maturity Date, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which request that the total Commitments be increased by an amount that will not result in the total Commitments under this Agreement exceeding $100,000,000 minus the amount of any reduction of the Commitments pursuant to Section 2.08. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such increases set forth (i) the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such requested increase in the Commitments must total Commitments, (ii) the name of the Person (who shall be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The a bank or other financial institution approved by the Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders approval not to be approached with respect unreasonably withheld) who has agreed to such increase and become a Lender or, if currently a Lender, the allocations amount of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, (iii) the date on which such increase is requested to become effective (which shall be not less than 5 days after the date of such notice and (iv) the amount of all proposed fees payable to such new or existing Lender, and (v) any proposed increase in the Applicable Rate. Any increase in the Applicable Rate shall be effective as to all Loans. Any Lender increasing its Commitment is herein called an “Increasing Lender” and any Lender not increasing its Commitment is herein called a “Non-Increasing Lender”. Each other Person providing all or any portion of the increased Commitment is herein called an “Augmenting Lender”. Each Increasing Lender and Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (a) shall become effective on the date it becomes a Lender hereunder specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by of the Borrower or any other Loan Party set forth in any Loan Document to which such Loan Party is a party this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties no Default shall have been true occurred and correct in all material respects (except in be continuing, and the case Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderthe Borrower, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and substance satisfactory (d) of Section 4.01 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of borrow hereunder after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Bridge Facility Agreement (Convergys Corp), Bridge Facility Agreement (Convergys Corp)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time to time during prior to the period beginning on Maturity Date, the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, Agent (which notice the Administrative Agent shall be irrevocable once given; provided, however, that after giving effect promptly furnish to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase each Lender in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentapplicable Tranche), in consultation with request that one or more Persons (which shall include the Borrower, shall manage all aspects of the syndication of such increase Lenders in the Commitmentsapplicable Tranche, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever provided below) offer to increase its Commitment their Commitments under any Tranche (if they are Lenders) or provide a new Commitmentto make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by a Person that is not already a Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $25,000,000 in the case of the followingUS Tranche, $5,000,000 in form the case of the Canadian Tranche, and substance satisfactory $5,000,000 in the case of the UK Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed $250,000,000. The Company shall offer each relevant Lender the opportunity to increase its applicable Tranche Commitment by its applicable Tranche Percentage of the proposed increased amount of any Tranche. Each Lender in such Tranche shall, by notice to the Company and the Administrative Agent: Agent given not more than 10 Business Days after the date of the Company’s notice, either agree to increase its applicable Tranche Commitment by all or a portion of the offered amount or decline to increase its applicable Tranche Commitment (i) if and any Lender that does not previously deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its applicable Tranche Commitment). In the event that, on the 10th Business Day after the Company shall have delivered a notice pursuant to the Administrative Agentfirst sentence of this paragraph, copies certified the relevant Lenders shall have agreed pursuant to the preceding sentence to increase their applicable Tranche Commitments by an aggregate amount less than the increase in the total Tranche Commitments in such Tranche requested by the Secretary Company, the Company may arrange for one or Assistant Secretary of (A) all corporate and more banks or other necessary action taken by financial institutions, which may include any Lender, to extend applicable Tranche Commitments or increase their existing applicable Tranche Commitments in an aggregate amount equal to the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing unsubscribed amount. In the guaranty event that one or more of such increase; (ii) an opinion of counsel Persons offer to increase or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the GuarantorsAdministrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, and addressed to the Company, any other applicable Borrower, such Persons, the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; any other Applicable Agent shall execute and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant deliver an appropriate amendment to this Section 2.15.Agreement, which amendment shall specify, among other things, the procedures for reallocating any Lender becoming a party hereto shall (1) execute such documents and agreements as outstanding Revolving Credit Exposure under the Administrative Agent may reasonably request and (2) in the case of any Lender Tranche that is organized under the laws of a jurisdiction outside of the United States of America, provide subject to the Administrative Agent, its name, address, tax identification number and/or Tranche Increase effected by such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actamendment.
Appears in 2 contracts
Samples: Credit Agreement (Yellow Roadway Corp), Credit Agreement (Yellow Roadway Corp)
Increase in Commitments. The Borrower shall have (i) Twice per calendar year the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Borrowers may, by providing written notice to the Administrative Agent, which notice shall request that the Total Revolving Commitment be irrevocable once given; provided, however, that after giving effect increased by an amount not to any exceed $25,000,000 in the aggregate for all such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to Closing Date until the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving LoansMaturity Date, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) provided that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrowers shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in existence minimum increments of $10,000,000 and a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the effective date of such increasenotice and that, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document event, must be at least 360 days prior to which the Maturity Date), and shall offer each Lender the opportunity to increase its Revolving Commitment by its Revolving Facility Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrowers and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Loan Party is Lender so agreeing being an “Increasing Lender”) or decline to increase its Revolving Commitment (and any such Lender that does not deliver such a party notice within such period of 10 days shall be true deemed to have declined to increase its Revolving Commitment and correct in all material respects (except in the case of each Lender so declining or being deemed to have declined being a representation or warranty qualified by materiality“Non-Increasing Lender”). If, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) 10th day after the Administrative Agent shall have received each of delivered notice as set forth above, the following, in form and substance satisfactory Increasing Lenders shall have agreed pursuant to the Administrative Agent: (i) if not previously delivered preceding sentence to increase their Revolving Commitments by an aggregate amount less than the Administrative Agent, copies certified by increase in the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably Total Revolving Commitment requested by the Administrative Agent; Borrowers, the Borrowers may arrange for one or more banks or other entities that are Eligible Assignees (each such Person so agreeing being an “Augmenting Lender”), and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders Borrowers and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of each Augmenting Lender shall execute all such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements documentation as the Administrative Agent may shall reasonably request and (2) specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder. Any increase in the case of any Lender Total Revolving Commitment may be made in an amount that is organized under less than the laws of a jurisdiction outside of increase requested by the United States of AmericaBorrowers if the Borrowers are unable to arrange for, provide or choose not to the Administrative Agentarrange for, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActAugmenting Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Ch Energy Group Inc), Credit Agreement (Central Hudson Gas & Electric Corp)
Increase in Commitments. The (a) So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right right, at any time and from time to time during after the period beginning on the Effective Date to but excluding the Termination Date Closing Date, to request increases an increase of the aggregate of the then outstanding Commitments by an amount not to exceed in the aggregate amount $75,000,000. The Administrative Agent and the Lead Borrower shall determine the effective date of the Commitments by providing written notice to the Administrative Agent, which notice such requested increase and any such requested increase shall be irrevocable once given; providedfirst made available to all existing Lenders on a pro rata basis, however, that after giving effect to with any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each Lender accepting such increase in a timely fashion relative to the Commitment Increase Date. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments must be an aggregate minimum to the amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, shall manage all aspects of will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the syndication of such increase Lead Borrower) to become a Lender hereunder and to issue commitments in the Commitments, including decisions as an amount equal to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations amount of the increase in the Total Commitments among such requested by the Lead Borrower and not accepted by the existing Lenders and/or other banks(each such increase by either means, financial institutions a “Commitment Increase,” and other institutional lenders. No each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. Increase as a result of the prepayment of any such Revolving Loans. Effecting request by the increase of the Commitments under this Section Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the following conditions precedent: (x) no Default or Event approval of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Issuing Banks and the GuarantorsLead Borrower (which approval shall not be unreasonably withheld or delayed), and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by without the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount consent of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as at no time shall the Commitment of any Additional Lender under this Agreement be less than $5,000,000. Each Commitment Increase shall be necessary for the Administrative Agent to comply with “know your customer” in a minimum aggregate amount of at least $15,000,000 and anti-money laundering rules and regulations, including without limitation, the Patriot Actin integral multiples of $5,000,000 in excess thereof.
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Borrower, by providing written notice to the Administrative Agent, which notice shall may request that the Class A Commitments be irrevocable once givenincreased; provided, however, provided that after giving effect to any such increases the aggregate amount of by which the Class A Commitments are increased pursuant to this Section shall not exceed $2,000,000,000 150,000,000. Such notice shall set forth (less i) the aggregate amount of reductions the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of Commitments effected pursuant such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to Section 2.11.)increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Class A Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loansshall, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel notice to the Borrower and the GuarantorsAdministrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and addressed any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the Administrative Agent and first sentence of this paragraph, the Class A Lenders covering such matters as reasonably shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to any new Lenders and replacement Revolving Notes executed by extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the Borrowerunsubscribed amount; provided that each Augmenting Lender, payable if not already a Class A Lender hereunder, shall be subject to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time approval of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender becoming a party hereto shall (1) execute all such documents and agreements documentation as the Administrative Agent may shall reasonably request and (2) specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the case of any Lender that total Class A Commitments may be made in an amount which is organized under less than the laws of a jurisdiction outside of increase requested by the United States of AmericaBorrower if the Borrower is unable to arrange for, provide or chooses not to the Administrative Agentarrange for, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActAugmenting Lenders.
Appears in 2 contracts
Samples: Credit Agreement (American Axle & Manufacturing Holdings Inc), Credit Agreement (American Axle & Manufacturing Holdings Inc)
Increase in Commitments. (a) The Borrower shall have the right at any time right, and from time prior to time during the period beginning on the Effective Date date sixty (60) days prior to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to and in consultation with the Administrative Agent, which notice to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be irrevocable once given; providedin a minimum amount of $20,000,000, however, that (ii) immediately after giving effect to any such increases Commitment Increase, (y) the aggregate amount of the Revolver Commitments shall not exceed $2,000,000,000 200,000,000 and (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bz) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have all Commitment Increases effected shall not been repaidexceed $100,000,000, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in existence on compliance with the effective date of such increasecovenants contained in Article V, (yv) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party no Commitment Increase shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) until the Administrative Agent shall have received each of the following, has consented to such Commitment Increase in form writing which consent may not be unreasonably withheld; and substance satisfactory to the Administrative Agent: (ivi) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize shall give the existing Lenders the right of first refusal for participating in any such increase and (B) all corporate, partnership, member and other necessary action taken Commitment Increase by each Guarantor authorizing the guaranty of providing such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed notice to the Administrative Agent and fifteen (15) Domestic Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within fifteen (15) Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Lenders covering such matters as reasonably Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent; Agent or BB&T, as arranger, shall be for their own account and (iii) new Revolving Notes executed shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lendereach party’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15sole discretion., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (St Joe Co), Credit Agreement (St Joe Co)
Increase in Commitments. The Borrower shall have the right may at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which notice shall be irrevocable once given; providedmay include any Bank, however, that after giving effect to any such increases cause the aggregate amount Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase 200,000,000 in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentaggregate, in consultation with the Borrower(iii) each Increasing Bank, if not already a Bank hereunder, shall manage all aspects be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Increasing Bank, including decisions as to the selection of the existing Lenders and/or other banksif not already a Bank hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such requested increase must Increasing Bank shall thereafter be an Eligible Assignee. If a new Lender becomes deemed to be a party to this AgreementAgreement and shall be entitled to all rights, or if any existing Lender is increasing its Commitmentbenefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, such Lender shall on no increase in the date it becomes a Lender hereunder Total Commitments (or in the case Commitment of an existing Lenderany Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitmentssuch increase, (ii) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by of the Borrower or any other Loan Party and the Guarantors set forth in any Loan Document to which such Loan Party is a party this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties no Default shall have been true occurred and correct in all material respects (except in the case of a representation be continuing or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderwould result therefrom, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the followingBorrower, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by (x) upon the Borrower, payable reasonable request of any Bank made at least five (5) days prior to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of any Accession Agreement, the applicable increase Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)
Increase in Commitments. The Borrower shall have the right at any time and Howmet may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative Agent, executed by Howmet and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective Lender”), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once givenincreased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided, however, that after giving effect to any such increases (i) the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each any such increase in the Commitments must shall be an no less than $25,000,000, (ii) the sum of the aggregate minimum amount of $50,000,000 and integral multiples increases in Commitments under this Section 2.20, during the term of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrowerthis Agreement, shall manage all aspects not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in connection with any such requested increase must be an Eligible Assignee. If a Commitments and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereto, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increasethe Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (yi) the representations and warranties made or such Prospective Lender shall thereafter be deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is be a party to this Agreement and shall be true entitled to all rights, benefits and correct privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in all material respects (except such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the case Commitment of a representation or warranty qualified by materialityLender already a party hereunder, in which case such representation or warranty Schedule 2.01(a) shall be true and correct in all respects) on deemed to have been amended to reflect the effective date increased Commitment of such Lender. Notwithstanding the foregoing, no increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case aggregate Commitments (or in the Commitment of a representation or warranty qualified by materiality, in which case such representation or warranty any Lender) shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and become effective under this Section unless (zi) the Administrative Agent shall have received each of the following, in form and substance (A) a written opinion reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Agent and the GuarantorsLenders of Delaware counsel, and as Counsel of Howmet, addressed to the Administrative Agent and the Lenders covering and (B) documents consistent with those delivered under paragraph (a) of Section 4.04 as to the corporate power and authority of Howmet to borrow hereunder after giving effect to such matters as reasonably requested by increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent; Agent shall have received a certificate to that effect dated such date and (iii) new Revolving Notes executed by the Borrower, payable to a Financial Officer of Howmet. Following any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount increase of such a Lender’s Commitment at the time or any extension of a new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interest Periods applicable thereto, and shall then be repaid or refinanced with any increase new Loans made pursuant to Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the aggregate conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Loans being refinanced. Notwithstanding anything to the Administrative Agentcontrary in this Agreement, its name, address, tax identification number and/or such other information as no Lender shall be necessary for the Administrative Agent required to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actbe a Prospective Lender.
Appears in 2 contracts
Samples: Credit Agreement (Howmet Aerospace Inc.), Revolving Credit Agreement (Howmet Aerospace Inc.)
Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.)2.9.1. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions So long as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default exists, Borrowers may request that the Commitments be increased and, upon such request, Administrative Agent shall use reasonable efforts in light of then current market conditions to solicit additional financial institutions to become Lenders for purposes of this Agreement, or to encourage any Lender to increase its Commitment; provided that (a) each Lender which is a party to this Agreement immediately prior to such increase shall have the first option, and may elect, to fund its Pro Rata share of the amount of the increase in the Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Commitment), thereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so; (b) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested increase in the Commitment, each such financial institution shall be an Eligible Assignee and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (c) no Lender shall have an obligation to Borrowers, Agents or any other Lender to increase its Commitment or its Pro Rata share of the Commitments, which decision shall be made in existence on the effective date sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.9.1 increase the aggregate Commitments (i) in any single instance by less than $100,000,000 or (ii) by an aggregate amount greater than $400,000,000 less the amount of any voluntary reductions under Section 5.3 hereof. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1 shall be amended by Administrative Agent and Borrowers to reflect such addition or such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory deliver to the Administrative Agent: (i) if Lenders, Agents and Borrowers copies of such amended Schedule 1. Borrowers shall not previously delivered be required to pay to the Administrative applicable Agent, copies certified by for its own account, an administrative or arrangement fee for the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable foregoing increase in the aggregate amount Commitments even if such fee requires the processing of any new Lender. Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to the Commitments. In connection with applicable Agent for the Pro Rata benefit of those Lenders who increase their Commitment and any new Lenders, such fee to be based upon the increase in the their Commitments only and not on their aggregate amount of the Commitments pursuant after giving effect to this Section 2.15such increase., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Ryerson Inc.), Credit Agreement (J.M. Tull Metals Company, Inc.)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which notice shall request that the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments be irrevocable once givenincreased by an amount not less than $25,000,000 for any such increase; provided, however, PROVIDED that after giving effect to any such increases increase the aggregate amount sum of the total Commitments and the commitments under the 364-Day Credit Agreement shall not exceed $2,000,000,000 (less 1,000,000,000. Such notice shall set forth the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such the requested increase in the total US Tranche Commitments, Swiss Tranche Commitments must or Japanese Tranche Commitments, as the case may be, and the date on which such increase is requested to become effective (which shall be not less than 30 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage, as the case may be, of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 Business Days after the date of the Company's notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an "INCREASING LENDER") or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "NON-INCREASING LENDER"). In the event that, on the 10th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of less than the increase in the total Commitments among such existing Lenders and/or requested by the Company, the Company may arrange for one or more banks or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with (any such requested increase must be bank or other financial institution being called an Eligible Assignee. If a new Lender becomes a party "AUGMENTING LENDER"), which may include any Lender, to this Agreementextend US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, or if any increase their existing Lender is increasing its CommitmentUS Tranche Commitments, such Lender shall on the date it becomes a Lender hereunder (Swiss Tranche Commitments or in Japanese Tranche Commitments, as the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lendersmay be, in same day funds, an aggregate amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such unsubscribed amount; PROVIDED that each Augmenting Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have if not been repaidalready a Lender hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is be subject to the following conditions precedent: approval of the Administrative Agent (x) no Default or Event of Default which approval shall not be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateunreasonably withheld) and except for changes in factual circumstances specifically the Borrowers and expressly permitted hereunder, and (z) each Augmenting Lender shall execute all such documentation as the Administrative Agent shall have received each of reasonably specify to evidence the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty Commitment of such increase; (ii) Augmenting Lender and/or its status as a Lender hereunder. Any increase in the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, may be made in an opinion of counsel to amount which is less than the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably increase requested by the Administrative Agent; and (iii) new Revolving Notes executed by Company if the BorrowerCompany is unable to arrange for, payable or chooses not to any new Lenders and replacement Revolving Notes executed by the Borrowerarrange for, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Augmenting Lenders., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: ir.edwards.com, Edwards Lifesciences Corp
Increase in Commitments. (a) The Borrower shall have Company may, on behalf of itself or the right at any time and Canadian Borrower, from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the U.S. Administrative Agent (which shall promptly deliver a copy to each of the Lenders and the Canadian Administrative Agent), which notice shall request that the U.S. Commitments and/or the Canadian Commitments be irrevocable once givenincreased by an amount not less than US$10,000,000 for any such increase; provided, however, provided that after giving effect to any all such increases the aggregate amount sum of the total Commitments shall not exceed $US$2,000,000,000 (less minus any amount by which the aggregate amount of reductions of Commitments effected shall have been reduced pursuant to Section 2.11.)2.09. Each Such notice shall set forth (i) whether such increase in Commitments shall apply to the U.S. Commitments must be an aggregate minimum or Canadian Commitments, (ii) the amount of $50,000,000 and integral multiples of $10,000,000 the requested increase in excess thereof. The Administrative Agentsuch Commitments, in consultation with (iii) the Borrower, shall manage all aspects of the syndication of date on which such increase in the Commitments, including decisions as is requested to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender become effective (which shall be obligated in any way whatsoever to increase its Commitment not less than 10 Business Days or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on more than 60 days after the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increasenotice), and shall offer each U.S. Lender (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation requested increase in U.S. Commitments) or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date Canadian Lender (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation requested increase in Canadian Commitments) the opportunity to increase its Commitment of the applicable Class, by its Applicable Percentage of the proposed increased amount. Each such Lender shall, by notice to the Company and the U.S. Administrative Agent given not more than 10 days after the date of the Company’s notice, either agree to increase its applicable Commitment, by all or warranty qualified by materiality, in which case a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its applicable Commitment (and any such representation or warranty Lender that does not deliver such a notice within such period of 10 days shall be true deemed to have declined to increase its applicable Commitment) (each such Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the applicable Lenders shall have declined the requested increase or agreed pursuant to the preceding sentence to increase their applicable Commitments by an aggregate amount less than the increase in the total Commitments of the applicable Class requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments of the applicable Class or increase their existing Commitments of the applicable Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the U.S. Administrative Agent, the Swingline Lender and correct in all respects) on and as of such earlier dateeach Issuing Bank (which approval shall not be unreasonably withheld) and except for changes in factual circumstances specifically the Company and expressly permitted hereunder, and (z) each Augmenting Lender shall execute all such documentation as the U.S. Administrative Agent shall have received each of reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the following, total Commitments may be made in form and substance satisfactory to an amount which is less than the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by Company if the BorrowerCompany is unable to arrange for, payable or chooses not to any new Lenders and replacement Revolving Notes executed by the Borrowerarrange for, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Augmenting Lenders., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 2 contracts
Samples: Credit Agreement (Sysco Corp), Credit Agreement (Sysco Corp)
Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Revolving Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 1,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11. and the aggregate principal amount of the Revolving Loans converted into Term Loans pursuant to Section 2.15.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans and Term Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans and Term Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans and Term Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member corporate and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; , and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., 2.16. any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actrequest.
Appears in 2 contracts
Samples: Pledge Agreement (Select Income REIT), Credit Agreement (Select Income REIT)
Increase in Commitments. The (a) So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right right, at any time and from time to time during after the period beginning on the Effective Date to but excluding the Termination Date Closing Date, to request an increase of the aggregate of the then outstanding Extended Commitments by an amount not to exceed in the aggregate $75,000,000; provided that the Lead Borrower shall have the right to request additional increases in of the then outstanding Extended Commitments by an amount equal to the aggregate amount of the Non-Extended Commitments by providing written notice terminated (or will be terminated on or prior to the Commitment Increase Date (as defined below) for the relevant Commitment Increase (as defined below)) after the Second Amendment Effective Date in accordance with SECTION 2.15 or as a result of the occurrence of the Non-Extended Maturity Date. The Administrative Agent, which notice Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be irrevocable once given; providedfirst made available to all existing Extended Lenders on a pro rata basis, however, that after giving effect to with any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each Extended Lender accepting such increase in a timely fashion relative to the Commitment Increase Date. To the extent that the existing Extended Lenders decline to increase their Commitments, or decline to increase their Commitments must be an aggregate minimum to the amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, shall manage all aspects of will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the syndication of such increase Lead Borrower) to become a Lender hereunder and to issue commitments in the Commitments, including decisions as an amount equal to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations amount of the increase in the Extended Commitments among requested by the Lead Borrower and not accepted by the existing Extended Lenders (each such existing Lenders and/or other banksincrease by either means, financial institutions a “Commitment Increase,” and other institutional lenders. No each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. Increase as a result of the prepayment of any such Revolving Loans. Effecting request by the increase of the Commitments under this Section Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the following conditions precedent: (x) no Default or Event approval of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Issuing Banks and the GuarantorsLead Borrower (which approval shall not be unreasonably withheld or delayed), and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by without the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount consent of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as at no time shall the Commitment of any Additional Lender under this Agreement be less than $5,000,000. Each Commitment Increase shall be necessary for the Administrative Agent to comply with “know your customer” in a minimum aggregate amount of at least $15,000,000 and anti-money laundering rules and regulations, including without limitation, the Patriot Actin integral multiples of $5,000,000 in excess thereof.
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date exercisable 2 times to request increases in the aggregate amount of the Commitments within twenty four months following the Agreement Date by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.)400,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 20,000,000 and integral multiples of $10,000,000 500,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, Agent shall manage all aspects promptly notify each Lender of the syndication of any such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersrequest. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage Pro Rata Share (determined with respect to the Lenders’ respective relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.45.4. as a result of the prepayment of any such Revolving Loans. Effecting the No increase of the Commitments may be effected under this Section is subject to the following conditions precedent: if either (x) no a Default or Event of Default shall be in existence on the effective date of such increase, increase or (y) the representations and warranties made any Continuing Representation is not true or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except (or would not be true after giving effect to such increase). If the extent that such representations and warranties expressly relate solely to Borrower requests an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except increase in the case Commitments but it is not effected because the conditions to such increase are not satisfied, the request will not count against the Borrower’s two-time limit on such requests. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section (a) any Lender becoming a representation or warranty qualified by materiality, in which case party hereto shall execute such representation or warranty documents and agreements as the Agent may reasonably request and (b) the Borrower shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereundermake appropriate arrangements so that each new Lender, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders Lender increasing their Commitmentsits Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Increase in Commitments. The Borrower shall have the right at At any time and prior to the applicable Maturity Date, Time Warner may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Lenders) executed by Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such financial institution, which notice shall be irrevocable once given; providedmay include any Lender, however, that after giving effect referred to any such increases in this Section being called an “Increasing Lender”) cause the aggregate amount Three-Year Commitments and/or the Five-Year Commitments of the Increasing Lenders to be increased (or cause the Increasing Lenders to make new Three-Year Commitments and/or Five-Year Commitments, as applicable) in an amount for each Increasing Lender (which shall not be less than $5,000,000) set forth in such notice; provided that (i) no Lender shall have any obligation to increase its Commitment of either Class pursuant to this Section, (ii) all new Three-Year Commitments and increases in existing Three-Year Commitments becoming effective under this Section during the term of this Agreement shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase 500,000,000 in the aggregate, (iii) all new Five-Year Commitments must and increases in existing Five-Year Commitments becoming effective under this Section during the term of this Agreement shall not exceed $500,000,000 in the aggregate, (iv) each Increasing Lender, if not already a Lender hereunder, shall be an aggregate minimum amount reasonably satisfactory to (A) the Administrative Agent and (B) each Swingline Lender, Issuing Bank and Yen Fronting Lender whose approval would be required under Section 9.04(b) if such Increasing Lender were being assigned a Commitment of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentthe same Class (which approvals, in consultation with the Borrowercase of both (A) and (B), shall manage all aspects of the syndication of such increase in the Commitmentsnot be unreasonably withheld), including decisions as to the selection of the existing Lenders and/or other banks(v) each Increasing Lender, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent and Time Warner (an “Accession Agreement”) and (vi) no Default or Event of Default has occurred and is continuing. New Commitments and increases in Commitments of any Class pursuant to this Section (a “Commitment Increase”) shall become effective on the date (the “Increase Effective Date”) specified in the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such requested increase must Increasing Lender shall thereafter be an Eligible Assignee. If a new Lender becomes deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender of the applicable Class hereunder and subject to all obligations of a Lender of the applicable Class hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the applicable Class of such Increasing Lender as provided in such Accession Agreement. On the Increase Effective Date, or if any existing Lender is increasing its Commitment, such Lender shall (i) the aggregate principal amount of the Borrowings of the applicable Class of Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the date it becomes Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender that shall have had a Lender hereunder Commitment of the applicable Class of Revolving Loans prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (or in the case of applicable Currencies), an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect amount equal to the Lenders’ respective Commitments and difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the increase Commitment Increase) multiplied by (2) the amount of Commitmentseach Subsequent Borrowing (as hereinafter defined) of any outstanding Revolving Loansthe applicable Class and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, (iii) each Increasing Lender that shall not have had a Commitment of the applicable Class prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies) an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by making available (2) the amount of each Subsequent Borrowing of the applicable Class, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender of the applicable Class (in the applicable Currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (v) after the effectiveness of the Commitment Increase, the Borrowers shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the Currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and Class and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Lender shall hold its Applicable Percentage of the applicable Class of each Subsequent Borrowing of the applicable Class (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion each Lender of the outstanding principal amount of such Revolving applicable Class as set forth in Section 2.17 any and all accrued but unpaid interest on its Loans to be purchased by such Lender, plus (B) comprising the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion Initial Borrowings of the outstanding principal amount of such Revolving Loansapplicable Class. The Borrower shall pay deemed payments made pursuant to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: clause (i) if not previously delivered above shall be subject to compensation by the Borrowers pursuant to the Administrative Agent, copies certified by provisions of Section 2.15 if the Secretary or Assistant Secretary of (A) all corporate and Increase Effective Date occurs other necessary action taken by than on the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time last day of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Interest Period relating thereto., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Time Warner Inc.)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time to time during the period beginning on after the Effective Date to but excluding Date, the Termination Date to request increases in the aggregate amount of the Commitments Parent Borrower may, by providing written notice to the Administrative Agent, Agent (which notice shall be irrevocable once given; provided, however, that after giving effect promptly deliver a copy to any such increases the aggregate amount each of the Lenders), request at any time or from time to time that the total Commitments shall not exceed $2,000,000,000 be increased; provided that (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bi) the aggregate amount of payments previously made each such increase pursuant to this Section 2.22 shall not be less than $50,000,000 and the aggregate amount of all such increases pursuant to this Section 2.22 shall not exceed $250,000,000, (ii) each such request of the Parent Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the other Lenders under Section 2.2.(jproposed increased amount and (iii) that have not been repaideach Lender, plus in its sole discretion, may either (CA) interest accrued and unpaid agree to and as of such date on such increase its Commitment by all or a portion of the outstanding principal offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such Revolving Loansincrease is requested to become effective. The In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Parent Borrower, the Parent Borrower shall pay may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Lenders amounts payableunsubscribed amount; provided that each Augmenting Lender, if anynot already a Lender (or an Affiliate of a Lender) hereunder, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is shall be subject to the following conditions precedent: approval of the Administrative Agent (x) no Default not to be unreasonably withheld); provided further that any Commitment extended or Event of Default increased pursuant to this Section 2.22 shall be in existence a minimum amount of $10,000,000 (or, if less, the balance of the unsubscribed amount of the requested increase in total Commitments). Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by the Parent Borrower, the Administrative Agent and any Lenders (including any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an amendment to this Agreement providing for such increased or additional Commitments. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (a) unless, on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party conditions set forth in any Loan Document to which such Loan Party is a party Section 4.02 shall be true and correct satisfied (as though a Borrowing were being made on such date, with all references in all material respects (except in the case of such Section to a representation or warranty qualified by materiality, in which case such representation or warranty shall Borrowing being deemed to be true and correct in all respects) on the effective date of references to such increase except and without giving effect to the extent that such representations and warranties expressly relate solely to an earlier date (parenthetical in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateSection 4.02(a)) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Parent Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (J C Penney Co Inc)
Increase in Commitments. (a) The Borrower shall have the right right, at any time and from time prior to time during the period beginning on date that is thirty (30) prior to the Effective Date to but excluding the Extended Commitment Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to and in consultation with the Administrative Agent, which notice to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be irrevocable once given; providedin a minimum amount of $10,000,000, howeveror such lesser amount as the Administrative Agent may reasonably agree, that (ii) immediately after giving effect to any such increases Commitment Increase, the aggregate amount of the Revolver Commitments shall not exceed $2,000,000,000 1,380,000,0001,665,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.“Maximum Revolver Commitment”). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xiii) no Default or Event of Default shall have occurred and be in existence continuing on the effective date applicable Commitment Increase Date or shall result from any Commitment Increase. No consent of any Lender to such increase, (y) the representations and warranties made or deemed made by Commitment Increase shall be required. Such notice from the Borrower or shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Loan Party in Lender. Other than fees payable under any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) letter agreement with the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to authorize such increase and (B) all corporatean Increasing Lender, partnershipan Additional Lender, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent or any Lender, as arranger, shall be for their own account and the Lenders covering shall be in an amount, if any, mutually agreed upon by each such matters as reasonably requested by the Administrative Agent; party and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lendereach party’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15sole discretion., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which notice shall request that the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments be irrevocable once givenincreased by an amount not less than $25,000,000 for any such increase; provided, however, provided that after giving effect to any such increases increase the aggregate amount sum of the total Commitments shall not exceed $2,000,000,000 (less 750,000,000. Such notice shall set forth the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such the requested increase in the total US Tranche Commitments, Swiss Tranche Commitments must or Japanese Tranche Commitments, as the case may be, and the date on which such increase is requested to become effective (which shall be not less than 30 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage, as the case may be, of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 Business Days after the date of the Company's notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender"). In the event that, on the 10th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of less than the increase in the total Commitments among such existing Lenders and/or requested by the Company, the Company may arrange for one or more banks or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with (any such requested increase must be bank or other financial institution being called an Eligible Assignee. If a new Lender becomes a party "Augmenting Lender"), which may include any Lender, to this Agreementextend US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, or if any increase their existing Lender is increasing its CommitmentUS Tranche Commitments, such Lender shall on the date it becomes a Lender hereunder (Swiss Tranche Commitments or in Japanese Tranche Commitments, as the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lendersmay be, in same day funds, an aggregate amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such unsubscribed amount; provided that each Augmenting Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have if not been repaidalready a Lender hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is be subject to the following conditions precedent: approval of the Administrative Agent (x) no Default or Event of Default which approval shall not be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateunreasonably withheld) and except for changes in factual circumstances specifically the Borrowers and expressly permitted hereunder, and (z) each Augmenting Lender shall execute all such documentation as the Administrative Agent shall have received each of reasonably specify to evidence the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty Commitment of such increase; (ii) Augmenting Lender and/or its status as a Lender hereunder. Any increase in the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, may be made in an opinion of counsel to amount which is less than the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably increase requested by the Administrative Agent; and (iii) new Revolving Notes executed by Company if the BorrowerCompany is unable to arrange for, payable or chooses not to any new Lenders and replacement Revolving Notes executed by the Borrowerarrange for, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Augmenting Lenders., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Five Year Credit Agreement (Edwards Lifesciences Corp)
Increase in Commitments. The Borrower shall have the right at (i) At any time and from time prior to time during the period beginning on Maturity Date, the Effective Date Borrowers may effectuate up to but excluding the Termination Date to request two separate increases in the aggregate amount Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments by providing written notice existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Applicable Administrative AgentAgent and the Applicable Issuing Lender) that at the time agree, which notice in the case of any such bank or financial institution that is an existing Lender to increase its US Commitment or Canadian Commitment as such Lender shall be irrevocable once givenso select (an “Increasing Lender”) and, in the case of any other such bank or financial institution (an “Additional Lender”), to become a party to this Agreement; provided, however, that after giving effect to any such increases (A) the aggregate amount Canadian Commitments shall not at any time exceed $25,000,000 at any time without the consent of the Commitments US Administrative Agent and shall not exceed $2,000,000,000 75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders, (less B) other than as set forth in clause (C) below, each Commitment Increase shall be of at least $25,000,000, (C) each Commitment Increase which only increases the aggregate amount of reductions of Canadian Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitmentof at least $5,000,000, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (BD) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have all Commitment Increases shall not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderexceed $75,000,000, and (zE) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the Administrative Agent shall have received each same terms as those applicable to the existing Commitments and Advances. The sum of the followingincreases in the Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agentaggregate, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in exceed the amount of such Lender’s Commitment at the time Increase. The Borrowers shall provide prompt notice of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments proposed Commitment Increase pursuant to this Section 2.15., any Lender becoming a party hereto shall clause (1f) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as Agents and the applicable Class of Lenders. This Section 2.1(f) shall not be necessary for construed to create any obligation on any of the Administrative Agent Agents or any of the Lenders to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actadvance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.
Appears in 1 contract
Samples: Credit Agreement (Complete Production Services, Inc.)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time prior to time during the period beginning on Business Day immediately preceding the Effective Date to but excluding Scheduled Maturity Date, the Termination Date to request Borrower may effectuate one or more increases in the aggregate amount Aggregate Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments by providing written notice existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Administrative Agenttime agree, which notice in the case of any existing Lender, to increase its Commitment as such Lender shall be irrevocable once givenso select (an “Increasing Lender”) and, in the case of any Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that after giving effect (i) each such Commitment Increase shall be equal to any at least $5,000,000, (ii) all Commitments and Loans provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Commitments and Loans except as to upfront fees which may be as agreed to between the Borrower and such increases Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate amount of the Commitments all such Commitment Increases shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of $75,000,000, and (Aiv) such Commitment Increase shall not effect an increase in the portion of Aggregate Commitments if the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving LoansMaturity Date has occurred. The Borrower shall pay provide prompt notice of such proposed Commitment Increase pursuant to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed 2.15 to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable Lenders. This Section 2.15 shall not be construed to create any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as obligation on the Administrative Agent may reasonably request and (2) in the case of or any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Lenders to advance or to commit to advance any credit to the Administrative Agent, its name, address, tax identification number and/or such Borrower or to arrange for any other information as shall be necessary for Person to advance or to commit to advance any credit to the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActBorrower.
Appears in 1 contract
Samples: Credit Agreement (Hi-Crush Inc.)
Increase in Commitments. (a) The Borrower shall have the right right, at any time and from time to time during after the period beginning on the Restatement Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to and in consultation with the Administrative Agent, which notice to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be irrevocable once given; providedin a minimum amount of $25,000,000, however, that (ii) immediately after giving effect to any such increases Commitment Increase, (y) the aggregate amount of the Commitments shall not exceed $2,000,000,000 300,000,000 and (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bz) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have all Commitment Increases effected shall not been repaidexceed $100,000,000, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in existence on compliance with the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party financial covenants contained in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderARTICLE VII, and (zv) the Administrative Agent Borrower shall have received each give the existing Lenders the right of the following, first refusal for participating in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified any such Commitment Increase by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize providing such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed notice to the Administrative Agent and the ten (10) Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders covering to participate in such matters as reasonably requested by Commitment Increase if it provides written notice of its election to participate within ten (10) Business Days of the Administrative Agent; ’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or Xxxxx Fargo, as Arranger, shall be for their own account and (iii) new Revolving Notes executed shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lendereach party’s Commitment at the time of the effectiveness of the applicable increase sole discretion. Nothing contained in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15.2.20 shall be construed to obligate the Borrower to pay any fee for a Commitment Increase to an Increasing Lender, any Lender becoming a party hereto shall (1) execute such documents and agreements as an Additional Lender, the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acteither Arranger.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Increase in Commitments. The Borrower shall have the right (a) If at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments shall be less than $500,000,000, the Borrower may, by providing written notice request to the Administrative Agent, which notice shall be irrevocable once given; provided, however, request that after giving effect to any such increases the aggregate amount of Lenders increase the Commitments hereunder in such amount that, when added together with the then-outstanding Commitments, shall not exceed $2,000,000,000 500,000,000, which amount shall be an integral multiple of $10,000,000; provided that, on and as of the Increase Date (less as defined below), (i) if the aggregate amount of reductions of Commitments effected pursuant commitments under the Other Credit Agreement are less than $500,000,000, then such aggregate commitments shall be increased accordingly to Section 2.11.). Each such increase in preserve the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects ratio of the syndication of such increase in aggregate commitments under the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Other Credit Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, Commitments hereunder plus (B) the aggregate amount of payments previously made by commitments under the other Lenders under Section 2.2.(j) that have not been repaidOther Credit Agreement, plus and (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xii) no Default or Event of Default or Unmatured Default has occurred and is continuing. Such increase shall be in existence on effective as of a date which shall be any Business Day occurring not less than 25 days (unless otherwise agreed to by the effective Borrower and the Administrative Agent) nor more than 30 days from the date of such increase, written request (y) such date herein referred to as the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case "Increase Date"). Upon receipt of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date written notice of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to request from the Administrative Agent, copies certified each Lender shall have the opportunity, in its sole discretion, no later than 20 days after the date on which the Borrower's request shall have been received by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken Administrative Agent, to commit to increase its Commitment by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed written notice to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in setting forth the amount of by which such Lender proposes to increase its Commitment (each such Lender an "Existing Lender’s Commitment at "). To the time of the effectiveness of the applicable increase in extent that the aggregate amount of the Commitments. In connection with any increase in proposed increases is less than the aggregate amount of the Commitments pursuant to this Section 2.15.increase requested by the Borrower, any Lender becoming a party hereto shall the Borrower may either (1x) execute such documents and agreements as request the Administrative Agent may reasonably to solicit the Lenders for further increases in their respective Commitments, (y) amend the original request and (2) in by reducing the case of any Lender that is organized under amount by which the laws of a jurisdiction outside Commitments are requested to be increased to an amount equal to the aggregate amount of the United States proposed increases of America, provide to the Commitments or (z) request that the Administrative Agent, in its namereasonable discretion, addressaccept the participation in the proposed increase of one or more additional financial institutions (each an "Additional Lender"), tax identification number and/or provided that the minimum commitment of each such other information as shall be necessary for Additional Lender equals or exceeds $10,000,000. If the Administrative Agent to comply with “know your customer” shall accept the proposed increases of the Existing Lenders and anti-money laundering rules and regulations, including without limitationthe Additional Lenders, the Patriot ActCommitments shall be increased by the aggregate amount of the proposed increases on and as of the Increase Date. The Administrative Agent shall allocate the increased amount pro rata among the Existing Lenders and the Additional Lenders in accordance with their respective Commitments.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which request that the total Commitments be increased; provided that the total Commitments shall not be increased by more than $500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such increases set forth the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of less than the increase in the total Commitments among such existing Lenders and/or requested by the Borrower, the Borrower may arrange for one or more banks or other banks, financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, and other institutional lenders. No each Issuing Bank and the Swingline Lender (such approvals not to be unreasonably withheld), and the Borrower and each Augmenting Lender shall be obligated in any way whatsoever execute all such documentation as the Administrative Agent shall reasonably specify to increase evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or provide a new Commitmentchooses not to arrange for, and Augmenting Lenders.
(b) On the effective date (the “Increase Effective Date”) of any new Lender becoming a party increase in the total Commitments pursuant to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this AgreementSection 2.20 (the “Commitment Increase”), or if any existing Lender Revolving Loans are outstanding, then (unless the Commitment Increase is increasing being effected by an increase in each Lender’s Commitment ratably in accordance with its CommitmentApplicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such Lender prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall on be made by the date it becomes a Lender hereunder Lenders (or including the Increasing Lenders and the Augmenting Lenders, if any) ratably in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined accordance with respect to the Lenders’ their respective Commitments and (calculated after giving effect to the increase Commitment Increase). The payments made pursuant to clause (i) above in respect of Commitmentseach Term SOFR Loan shall be subject to Section 2.16.
(c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of any outstanding Revolving Loansparagraph (a) above; provided that the Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by making available up to 30 days by delivering written notice to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal no less than two Business Days prior to the sum of (A) date specified in the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made notice delivered by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay pursuant to the Lenders amounts payablefirst sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, if any, to such Lenders under Section 4.4. as a result of no increase in the prepayment total Commitments (or in the Commitment of any such Revolving Loans. Effecting the increase Lender) or addition of the Commitments an Augmenting Lender shall become effective under this Section is subject to the following conditions precedent: unless (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in paragraphs (ya) and (b) of Section 4.02 shall be satisfied and the representations Administrative Agent shall have received a certificate to that effect dated such date and warranties made or deemed made executed by a Financial Officer of the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form and substance satisfactory to Lenders) documents consistent with those delivered on the Administrative Agent: Effective Date under clauses (ib) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (Bc) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.154.01., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right right, at any time and from time prior to time during the period beginning on the Effective Date date that is one hundred eighty (180) days prior to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to and in consultation with the Administrative Agent, which notice to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be irrevocable once given; providedin a minimum amount of $10,000,000, however, that (ii) immediately after giving effect to any such increases Commitment Increase, (y) the aggregate amount of the Revolver Commitments shall not exceed $2,000,000,000 75,000,000 and (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bz) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have all Commitment Increases effected shall not been repaidexceed $45,000,000, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in existence on compliance with the effective date of such increasecovenants contained in Article V, (yv) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party no Commitment Increase shall be true and correct effective until the Required Lenders shall have consented to such Commitment Increase in all material respects (except writing which consent may be withheld or granted in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each sole discretion of the following, in form and substance satisfactory to the Administrative AgentRequired Lenders; provided that: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute no consent to a Commitment Increase shall be construed to obligate any Lender to participate as a Lender in such documents and agreements as the Administrative Agent may reasonably request Commitment Increase; and (2) in evaluating whether to consent to such Commitment Increase, the case Required Lenders shall be permitted to consider any and all matters as the Required Lenders deem appropriate, and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide such Commitment Increase by providing such notice to the Administrative Agent, Agent ten (10) Domestic Business Days before executing a commitment with any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its name, address, tax identification number and/or election to participate within ten (10) Domestic Business Days of such other information as existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be necessary made in its sole discretion independently from any other Lender. Other than fees payable under the Administrative Agent’s Letter Agreement, which shall be paid in accordance with its terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent to comply with “know your customer” or BB&T, as arranger, shall be for their own account and anti-money laundering rules shall be in an amount, if any, mutually agreed upon by each such party and regulationsthe Borrower, including without limitation, the Patriot Actin each party’s sole discretion.
Appears in 1 contract
Increase in Commitments. The Borrower shall have the right at At any time and prior to the applicable Maturity Date, Time Warner may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Lenders) executed by Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such financial institution, which notice shall be irrevocable once given; providedmay include any Lender, however, that after giving effect referred to any such increases in this Section being called an “Increasing Lender”) cause the aggregate amount Tranche One Commitments and/or the Tranche Two Commitments of the Increasing Lenders to be increased (or cause the Increasing Lenders to make new Tranche One Commitments and/or Tranche Two Commitments, as applicable) in an amount for each Increasing Lender (which shall not be less than $5,000,000) set forth in such notice; provided that (i) no Lender shall have any obligation to increase its Commitment of either Class pursuant to this Section, (ii) all new Tranche One Commitments and increases in existing Tranche One Commitments becoming effective under this Section during the term of this Agreement shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase 500,000,000 in the aggregate, (iii) all new Tranche Two Commitments must and increases in existing Tranche Two Commitments becoming effective under this Section during the term of this Agreement shall not exceed $500,000,000 in the aggregate, (iv) each Increasing Lender, if not already a Lender hereunder, shall be an aggregate minimum amount reasonably satisfactory to (A) the Administrative Agent and (B) each Swingline Lender, Issuing Bank and Yen Fronting Lender whose approval would be required under Section 9.04(b) if such Increasing Lender were being assigned a Commitment of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentthe same Class (which approvals, in consultation with the Borrowercase of both (A) and (B), shall manage all aspects of the syndication of such increase in the Commitmentsnot be unreasonably withheld), including decisions as to the selection of the existing Lenders and/or other banks(v) each Increasing Lender, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent and Time Warner (an “Accession Agreement”) and (vi) no Default or Event of Default has occurred and is continuing. New Commitments and increases in Commitments of any Class pursuant to this Section (a “Commitment Increase”) shall become effective on the date (the “Increase Effective Date”) specified in the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such requested increase must Increasing Lender shall thereafter be an Eligible Assignee. If a new Lender becomes deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender of the applicable Class hereunder and subject to all obligations of a Lender of the applicable Class hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the applicable Class of such Increasing Lender as provided in such Accession Agreement. On the Increase Effective Date, or if any existing Lender is increasing its Commitment, such Lender shall (i) the aggregate principal amount of the Borrowings of the applicable Class of Revolving Loans outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the date it becomes Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender that shall have had a Lender hereunder Commitment of the applicable Class of Revolving Loans prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (or in the case of applicable Currencies), an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect amount equal to the Lenders’ respective Commitments and difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the increase Commitment Increase) multiplied by (2) the amount of Commitmentseach Subsequent Borrowing (as hereinafter defined) of any outstanding Revolving Loansthe applicable Class and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, (iii) each Increasing Lender that shall not have had a Commitment of the applicable Class prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies) an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by making available (2) the amount of each Subsequent Borrowing of the applicable Class, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender of the applicable Class (in the applicable Currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (v) after the effectiveness of the Commitment Increase, the Borrowers shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the Currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and Class and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Lender shall hold its Applicable Percentage of the applicable Class of each Subsequent Borrowing of the applicable Class (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion each Lender of the outstanding principal amount of such Revolving applicable Class as set forth in Section 2.17 any and all accrued but unpaid interest on its Loans to be purchased by such Lender, plus (B) comprising the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion Initial Borrowings of the outstanding principal amount of such Revolving Loansapplicable Class. The Borrower shall pay deemed payments made pursuant to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: clause (i) if not previously delivered above shall be subject to compensation by the Borrowers pursuant to the Administrative Agent, copies certified by provisions of Section 2.15 if the Secretary or Assistant Secretary of (A) all corporate and Increase Effective Date occurs other necessary action taken by than on the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time last day of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Interest Period relating thereto., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Time Warner Inc.)
Increase in Commitments. The (a) During the Revolving Credit Period, the Borrower may on one or more occasions, by written notice to the Agent (which shall have promptly deliver a copy to each of the right at Lenders), executed by the Borrower and one or more financial institutions (any time and from time such financial institution referred to time during in this Section being called an “Augmenting Lender”), which may include any Lender, cause Commitments to be made available by the period beginning on Augmenting Lenders (or cause the Effective Date Commitments of the Augmenting Lenders to but excluding be increased, as the Termination Date to request increases case may be) in an amount for each Augmenting Lender set forth in such notice; provided that (i) the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any all such increases the aggregate amount of the Commitments pursuant to this Section shall not exceed $2,000,000,000 350,000,000, (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentii) each Augmenting Lender, in consultation with the Borrowerif not already a Lender hereunder, shall manage all aspects be subject to the approval of the syndication of such increase in the CommitmentsAgent (which approval shall not be unreasonably withheld) and (iii) each Augmenting Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in connection with any a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase must in the total Commitments (which shall be an Eligible Assigneethe lesser of (x) a minimum aggregate amount of $20,000,0000 or any larger multiple of $5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective. If a Increases and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section 2.08(a) shall become effective on the date it becomes a Lender hereunder specified in the notice delivered by the Borrower pursuant to the first sentence of this Section 2.08(a). Notwithstanding the foregoing, no increase in the total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: 2.08(a) unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in Sections 3.02(b) and 3.02(d) (ywithout giving effect to the parenthetical in Section 3.02(d)) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects satisfied (except in the case of as though a representation or warranty qualified by materiality, in which case Borrowing were being made on such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Responsible Financial Officer of the followingBorrower, in form and substance satisfactory (ii) the Agent shall have received (to the Administrative Agent: (iextent requested by the Agent reasonably in advance of such date) if not previously documents consistent with those delivered under Sections 3.01(c) and 3.01(d) as to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase borrow hereunder and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing as to the guaranty enforceability of this Agreement after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Aetna Inc /Pa/)
Increase in Commitments. (a) The Borrower shall have the right at any time and Borrowers may from time to time during after the period beginning on the Restatement Effective Date elect to but excluding increase the Termination Date to request increases Revolving Credit Commitments (“Increased Commitments”) or enter into one or more Classes of term loans (each, an “Incremental Term Loan”), in each case in an aggregate principal amount of not less than $25.0 million so long as, after giving effect thereto, the aggregate amount of the all such Increased Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any and all such increases the aggregate amount of the Commitments shall Incremental Term Loans does not exceed $2,000,000,000 75.0 million. The Borrowers may arrange for any such increase or Class to be provided by one or more Lenders (less each Lender so agreeing to an increase in its Revolving Credit Commitment, or to participate in such Incremental Term Loan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”) not currently a Lender; provided that each Augmenting Lender (and, in the aggregate amount case of reductions an Increased Commitment, each Increasing Lender) shall be subject to the approval of Commitments effected the Parent Borrower and the Administrative Agent (such consents not to be unreasonably withheld) and, in the case of an Increased Commitment, each Issuing Bank and Swingline Lender (such consents not to be unreasonably withheld). Without the consent of any Lenders other than the relevant Increasing Lenders or Augmenting Lenders, this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower (without the consent of any other Loan Party), to effect the provisions of this Section 2.11.)2.12. Each such Increased Commitments and Incremental Term Loans created pursuant to this Section 2.12 shall become effective on the date agreed by the Parent Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments must and no Incremental Term Loan shall be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with permitted under this clause unless (i) on the Borrower, shall manage all aspects proposed date of the syndication effectiveness of such increase in the CommitmentsRevolving Credit Commitments or borrowing of such Incremental Term Loan, including decisions as the conditions set forth in Section 6.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Parent Borrower, (ii) the Parent Borrower shall be in compliance, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn) with the Financial Covenants, (iii) the Parent Borrower shall have delivered or caused to be delivered legal opinions and other documents reasonably requested by the Administrative Agent in connection with any such transaction and (iv) the Senior Secured Leverage Ratio of the Parent Borrower, calculated on a Pro Forma Basis (assuming that any Increased Commitments were fully drawn), is less than or equal to 3.40:1.00. On the effective date of any increase in the Revolving Credit Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the selection Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the existing Lenders and/or other banksLenders, financial institutions and other institutional lenders as being required in order to be approached with respect cause, after giving effect to such increase and the allocations use of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever amounts to increase its Commitment or provide a new Commitment, and any new Lender becoming a party make payments to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the each Lender’s portion of the outstanding principal amount Loans of all the Lenders to equal each such Lender’s pro rata share of such Revolving Loans to be purchased by such Lenderoutstanding Loans, plus and (Bii) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (ya) if there are Revolving Credit Loans then outstanding, the representations Borrowers shall prepay such Revolving Credit Loans (and warranties made or deemed made pay any additional amounts required pursuant to Section 5.03 in connection therewith), and borrow Revolving Credit Loans from the relevant Increasing Lender(s) and/or Augmenting Lender(s), as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Credit Loans will be held ratably by the Borrower Revolving Credit Lenders (including the relevant Increasing Lender(s) and/or Augmenting Lender(s)) in accordance with their respective Revolving Credit Commitments after giving effect to the applicable Increased Commitment(s) and (b) if there are Swingline Loans or any other Loan Party Letters of Credit then outstanding, the participations of the Revolving Credit Lenders in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in Swingline Loans or Letters of Credit, as the case may be, will be automatically adjusted to reflect the Revolving Credit Percentage Shares of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsthe Revolving Credit Lenders (including each relevant Increasing Lender and/or Augmenting Lender) on the effective date of such increase except after giving effect to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the applicable Increased Commitment(s). The Administrative Agent and the Lenders covering such matters as reasonably requested hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Administrative AgentBorrowers pursuant to the provisions of Section 5.03 if the deemed payment occurs other than on the last day of the related Interest Periods. The terms of any Incremental Term Loans shall be as set forth in the amendment to this Agreement providing for such Incremental Term Loans; and provided that (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans, (iii) new Revolving Notes executed Incremental Term Loans shall not participate on a greater than pro rata basis with the Term Loans in any optional or mandatory prepayment hereunder, (iv) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the amendment providing for such Incremental Term Loans; provided that if the Yield of any Incremental Term Loans exceeds the Yield of the Term Loans by more than 50 basis points, then the Borrower, payable Applicable Margin for the Term Loans shall be increased to the extent required so that the Yield of any such Class or Classes of Term Loans is equal to the Yield of such Incremental Term Loans minus 50 basis points and (v) all other terms applicable to such Incremental Term Loans (other than provisions specified in clauses (i) through (iv) above) shall be the same as the terms of the then outstanding Term Loans except to the extent such covenants and other terms apply solely to any new Lenders period after the Term Loan Maturity Date. Any Increased Commitments shall be on the same terms and replacement conditions as the existing Revolving Notes executed by Credit Commitments. Notwithstanding anything herein to the Borrowercontrary, payable no Lender shall have any obligation to any existing Lenders increasing their agree to increase its Revolving Credit Commitments, in the amount of such Lender’s provide an Increased Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection or provide a commitment with any increase in the aggregate amount of the Commitments respect to an Incremental Term Loan pursuant to this Section 2.15., and any Lender becoming a party hereto election to do so shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) be in the case sole discretion of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActLender.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right may on one occasion at any time and from time not later than three months prior to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Maturity Date, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which request that the total Commitments be increased by an amount that will not result in the total commitments under this Agreement exceeding $400,000,000 minus the amount of any reduction of the Commitments pursuant to Section 2.08. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such increases set forth the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be not less than 30 days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 30 days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 30 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "NonIncreasing Lender"). In the event that, on the 30th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of less than the increase in the total Commitments among such existing Lenders and/or requested by the Borrower, the Administrative Agent may arrange for one or more banks or other banks, financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Borrower and other institutional lenders. No the Administrative Agent (which approvals shall not be unreasonably withheld) and each Augmenting Lender shall be obligated in any way whatsoever execute all such documentation as the Administrative Agent shall specify to increase evidence its Commitment or provide and its status as a Lender hereunder. Increases and new Commitment, and any new Lender becoming a party Commitments created pursuant to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender clause (a) shall become effective on the date it becomes a Lender hereunder specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in paragraphs (ya) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (b) of Section 4.02 shall be true satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Administrative Agent shall have been true received a certificate to that effect dated such date and correct in all material respects executed by a Financial Officer of the Borrower, (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and substance satisfactory (c) of Section 4.01 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize borrow hereunder after giving effect to such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to following any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15.Section, any no Lender becoming shall have a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside Commitment representing more than 30% of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acttotal Commitments.
Appears in 1 contract
Samples: Agreement (Convergys Corp)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), which notice shall request that the total Commitments be irrevocable once given; provided, however, that after giving effect to increased by an amount not less than $25,000,000 for any such increases increase and not greater than $250,000,000 minus the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment prior or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, simultaneous increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section Agreement and the Multi-Year Agreement. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 45 days or more than 60 days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Bank shall, by notice to the Borrower and the Administrative Agent given not more than 20 days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an "INCREASING BANK") or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 20 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or deemed to have declined being a "NON-INCREASING BANK"). In the event that, on the 20th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this paragraph (a) being called an "AUGMENTING BANK"), which may include any Bank, to extend Commitments or increase its existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Bank, if not already a Bank hereunder, shall be -------- subject to the following conditions precedent: approval of the Administrative Agent (xwhich approval shall not be unreasonably withheld) no Default or Event of Default and each Augmenting Bank shall be in existence execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Bank hereunder. Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Bank) shall become effective under this paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (yb) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (c) of Section 3.02 shall be true satisfied and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Administrative Agent shall have been true received a certificate to that effect dated such date and correct in all material respects (except in executed by a Financial Officer of the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderBorrower, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Banks) documents consistent with those delivered under clauses (b) and substance satisfactory (c) of Section 3.01 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase borrow hereunder and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing as to the guaranty enforceability of this Agreement after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written (a) Provided there exists no Default, upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall be irrevocable once given; providedXxxxxxx-Xxxxxx International may from time to time, howeversubsequent to the Amendment No. 3 Effective Date, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such request an increase in the Aggregate Commitments must be by an aggregate amount not exceeding $300 million either by having a Lender increase its Commitment then in effect or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that (i) any such request for an increase shall be in a minimum amount of $50,000,000 10 million, except in the case of the final request, which may be for the entire remaining amount, (ii) Xxxxxxx-Xxxxxx International may make a maximum of five such requests, and integral multiples (iii) such increase may take the form of $10,000,000 incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in excess thereof. The Administrative Agentthe case of any request for increases in the Commitment of any existing Lender, Xxxxxxx-Xxxxxx International (in consultation with the Borrower, Administrative Agent) shall manage all aspects specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of the syndication delivery of such increase in the Commitments, including decisions as notice to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersLenders). No Each Lender shall be obligated in any way whatsoever notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment or provide extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment or extend incremental term loans hereunder. The Administrative Agent shall notify Xxxxxxx-Xxxxxx International and each Lender of the Lenders’ responses to each request made hereunder. Xxxxxxx-Xxxxxx International may also invite additional Eligible Assignees satisfactory to the Administrative Agent (acting reasonably) to become Lenders pursuant to a new Commitmentjoinder agreement in form and substance reasonably satisfactory to Xxxxxxx-Xxxxxx International, the Administrative Agent and any their respective counsel. Any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments hereto pursuant to this Section 2.15., any Lender becoming a party hereto 2.15 shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Mettler Toledo International Inc/)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time to time during prior to the period beginning on Maturity Date, the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, Agent (which notice the Administrative Agent shall be irrevocable once given; provided, however, that after giving effect promptly furnish to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase each Lender in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentapplicable Tranche), in consultation with request that one or more Persons (which may include the Borrower, shall manage all aspects of the syndication of such increase Lenders in the Commitmentsapplicable Tranche, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever provided below) offer to increase its Commitment their Commitments under any Tranche (if they are Lenders) or provide a new Commitmentto make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by a Person that is not already a Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the US Tranche and $5,000,000 in the case of each of the followingForeign Tranche and Malaysian Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed $150,000,000. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend applicable Tranche Commitments or increase their existing applicable Tranche Commitments in form and substance satisfactory an aggregate amount equal to the Administrative Agent: (i) if not previously delivered to amount of the Administrative Agent, copies certified by Tranche Increase. In the Secretary event that one or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty more of such increase; (ii) an opinion of counsel Persons offer to increase or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the GuarantorsAdministrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, and addressed to the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement, which amendment shall specify, among other things, the Lenders covering procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such matters as reasonably requested by amendment. Notwithstanding anything to the Administrative Agent; and (iii) new Revolving Notes executed by contrary set forth herein, the BorrowerAgents shall have at least 15 Business Days, payable but no more than 20 Business Days, prior to any new Lenders and replacement Revolving Notes executed by the Borrower, payable proposed effective date for such an increase to any existing obtain administrative details from Lenders increasing their CommitmentsCommitments or Persons becoming new Lenders hereunder and to otherwise administer such increase, in including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the amount of Borrowers. No such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acteffective until such administration period has expired.
Appears in 1 contract
Samples: Credit Agreement (Schulman a Inc)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which notice shall request that the total Commitments be irrevocable once givenincreased by an amount not less than $25,000,000 for any such increase; provided, however, provided that after giving effect to any such increases increase the aggregate amount sum of the total Commitments shall not exceed $2,000,000,000 (less 150,000,000 minus any amount by which the aggregate amount of reductions of Commitments effected shall have been reduced pursuant to Section 2.11.)2.09. Each such Such notice shall set forth the amount of the requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with not less than 10 Business Days or more than 60 days after the Borrower, shall manage all aspects of the syndication date of such increase in notice), and shall offer each Lender the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever opportunity to increase its Commitment or provide a new Commitment, and any new by its Applicable Percentage of the proposed increased amount. Each Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loansshall, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel notice to the Borrower and the GuarantorsAdministrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and addressed any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (which approvals shall not be unreasonably withheld) and the Lenders covering Borrower and each Augmenting Lender shall execute all such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements documentation as the Administrative Agent may shall reasonably request and (2) specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the case of any Lender that total Commitments may be made in an amount which is organized under less than the laws of a jurisdiction outside of increase requested by the United States of AmericaBorrower if the Borrower is unable to arrange for, provide or chooses not to the Administrative Agentarrange for, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActAugmenting Lenders.
Appears in 1 contract
Increase in Commitments. The Borrower shall have the right at any time and from time time, but in no event more than once in any consecutive twelve month period, to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in increase the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase but not to exceed $100,000,000 in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party aggregate by adding to this Agreement in connection one or more other Eligible Assignees (which may include any Lender (with any the consent of such requested increase must be an Lender)) (each such Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitmentan “Additional Lender”), such Lender shall on with the date it becomes a Lender hereunder (or in the case approval of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans not to be purchased by such Lenderunreasonably 364-Day Credit Agreement withheld), plus (B) the aggregate amount each of payments previously made by the other which Additional Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent: Agent pursuant to which such Additional Lender shall undertake a Commitment (if any such Additional Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) if for each Additional Lender that is not previously delivered a Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an amount equal to the Administrative Agent, copies certified by the Secretary or Assistant Secretary product of (A) all corporate and other necessary action taken by the Borrower to authorize such Lender’s proposed total increase in its Commitment and (B) such increase over the aggregate proposed increases of all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; Lenders’ Commitments (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, but in the amount of no event shall such Lender’s Commitment at be increased in an amount greater than its proposal), and upon the time effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the applicable “Increased Commitment Date”) such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments hereunder pursuant to this Section 2.15., any Lender becoming a party hereto shall (12.05(c) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.effective only if:
Appears in 1 contract
Samples: Credit Agreement (Mony Group Inc)
Increase in Commitments. The Borrower shall have (a) Anything in this Agreement to the right contrary notwithstanding, at any time and from time to time during prior to the period beginning on Maturity Date, the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, Agent (which notice the Administrative Agent shall be irrevocable once given; provided, however, that after giving effect promptly furnish to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase each Lender in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentapplicable Tranche), in consultation with the Borrowerrequest that one or more Persons (which may include any Lender, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever provided below) offer to increase its Commitment their Commitments under any Tranche (if they are Lenders) or provide a new Commitmentto make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by a Person that is not already a Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the followingUS Tranche and $5,000,000 in the case of the European Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed $75,000,000. No more than two Tranche Increases shall be made during the term of this Agreement. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend applicable Commitments or increase their existing applicable Commitments in form and substance satisfactory an aggregate amount equal to the Administrative Agent: (i) if not previously delivered to amount of the Administrative Agent, copies certified by Tranche Increase. In the Secretary event that one or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty more of such increase; (ii) an opinion of counsel Persons offer to increase or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the GuarantorsAdministrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and addressed any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement (or other appropriate documentation reasonably acceptable to the Administrative Agent and the Lenders covering Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such matters as reasonably requested by amendment or other documentation and the Administrative Agent; Company shall deliver such authorization documentation and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount opinions of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements counsel as the Administrative Agent may shall reasonably request and (2) in the case request; provided, that no consent of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide not participating in such Tranche Increase shall be required. Notwithstanding anything to the Administrative Agentcontrary set forth herein, its namethe Agents shall have at least 15 Business Days, addressbut no more than 20 Business Days, tax identification number and/or prior to the proposed effective date for such other information as Tranche Increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such Tranche Increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acteffective until such administration period has expired.
Appears in 1 contract
Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on After the Effective Date to but excluding Date, the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once given; increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that after giving effect to any such increases (a) the aggregate amount of the Lenders' Commitments shall not exceed $2,000,000,000 (less after giving effect to such increase, together with the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with commitments under the BorrowerFive-Year Credit Agreement, shall manage all aspects in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement in connection with any such requested increase must be an Eligible Assigneeby completing and delivering to the Administrative Agent a duly executed Accession Agreement. If a Increases and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereunder, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Revolving Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (yb) the representations 56 50 and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (c) of Section 4.03 shall be true and correct satisfied (with all references in all material respects (except in the case of such paragraphs to a representation or warranty qualified by materiality, in which case Borrowing being deemed to be references to such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateincrease) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the followingCompany. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, in form and substance satisfactory any Standby Loans outstanding prior to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interests Periods applicable thereto, and shall then be repaid or refinanced with any increase in the aggregate amount of the Commitments new Standby Loans made pursuant to this Section 2.15Sections 2.01 and 2.05., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Conformed Copy (Harsco Corp)
Increase in Commitments. The Borrower shall have the right at any time and Alcoa may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative Agent, executed by Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective Lender”), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once givenincreased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided, however, that after giving effect to any such increases (i) the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each any such increase in the Commitments must shall be an no less than $25,000,000, (ii) the sum of the aggregate minimum amount of $50,000,000 and integral multiples increases in Commitments under this Section 2.21, during the term of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrowerthis Agreement, shall manage all aspects not cause the Total Commitments to exceed $2,000,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in connection with any such requested increase must be an Eligible Assignee. If a Commitments and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereto, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increasethe Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (yi) the representations and warranties made or such Prospective Lender shall thereafter be deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is be a party to this Agreement and shall be true entitled to all rights, benefits and correct privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in all material respects (except such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the case Commitment of a representation or warranty qualified by materialityLender already a party hereunder, in which case such representation or warranty Schedule 2.01(a) shall be true and correct in all respects) on deemed to have been amended to reflect the effective date increased Commitment of such Lender. Notwithstanding the foregoing, no increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case aggregate Commitments (or in the Commitment of a representation or warranty qualified by materiality, in which case such representation or warranty any Lender) shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and become effective under this Section 2.21 unless (zi) the Administrative Agent shall have received each documents consistent with those delivered under paragraphs (a) and (c) of the following, in form and substance satisfactory Section 4.01 as to the Administrative Agent: (i) if not previously delivered corporate power and authority of Alcoa to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower borrow hereunder after giving effect to authorize such increase and (Bii) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing on the guaranty date of such increase; , the conditions set forth in paragraphs (iib) an opinion and (c) of counsel Section 4.02 shall be satisfied (with all references in such paragraphs to the Borrower a Borrowing being deemed to be references to such increase) and the Guarantors, and addressed to the Administrative Agent shall have received a certificate to that effect dated such date and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to a Financial Officer of Alcoa. Following any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount increase of such a Lender’s Commitment at the time or any extension of a new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interests Periods applicable thereto, and shall then be repaid or refinanced with any increase new Loans made pursuant to Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the aggregate conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Loans being refinanced. Notwithstanding anything to the Administrative Agentcontrary in this Agreement, its name, address, tax identification number and/or such other information as no Lender shall be necessary for the Administrative Agent required to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actbe a Prospective Lender.
Appears in 1 contract
Samples: Master Lease Agreement (Alcoa Inc)
Increase in Commitments. The Subject to the conditions set forth below in this Section, the Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.)250,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 5,000,000 and integral multiples of $10,000,000 in excess thereof, or such other amounts as Administrative Agent may approve from time to time. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increaseexist, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and member, or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; , and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders Lender, and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., 2.8 any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actrequest.
Appears in 1 contract
Samples: Loan Agreement (Equity One, Inc.)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increased being a "Commitment Increase"), either by having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the aggregate amount approval of the Commitments by providing written notice Administrative Agent (such approval not to the Administrative Agentbe unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the "Commitment Increase Date"), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the aggregate amount of the Commitments Aggregate Commitment shall not exceed $2,000,000,000 150,000,000; (less iii) no Default or Unmatured Default shall have occurred and be continuing on the aggregate amount of reductions of Commitments effected pursuant to applicable Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties contained in Article 5 (other than in Section 2.11.). Each such increase in the Commitments must 5.5) shall be an aggregate minimum amount of $50,000,000 true on and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects as of the syndication of such increase in the Commitments, including decisions Commitment Increase Date as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall made on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Idaho Power Co)
Increase in Commitments. The (a) Subject to the terms and conditions of this Section 2.04, the Borrower shall have the right at any time and from time to time during to increase the period beginning on aggregate amount of the Effective Date Lenders’ Commitments hereunder by an amount which is less than or equal to but excluding $35,000,000 in the Termination Date aggregate by (i) requesting that one or more Lenders (which request may be agreed to request increases or declined by such Lender in its sole discretion) increase its respective Commitment or (ii) by adding to this Agreement one or more additional financial institutions as a Lender; provided, however, that each such additional financial institution shall be reasonably acceptable to the Administrative Agent. An increase in the aggregate amount of the Lenders’ Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected effectuated pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation agreement with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No an Increasing Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Additional Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the followingapplicable, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall which (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2x) in the case of an Additional Lender, such Additional Lender shall undertake a Commitment, which Commitment shall be in an amount at least equal to $5,000,000 or any integral multiple of $1,000,000 in excess thereof, and shall agree to be bound as a Lender that is organized under the laws terms and conditions of a jurisdiction outside this Agreement and the other Loan Documents, and (y) in the case of the United States of Americaan Increasing Lender, provide to the Administrative Agentsuch Increasing Lender shall increase its Commitment, which increase in its name, address, tax identification number and/or such other information as Commitment shall be necessary for at least equal to $5,000,000 or in integral multiple of $1,000,000 in excess thereof. Upon the effectiveness of any such agreement and its acceptance by the Administrative Agent (the date of any such effectiveness and acceptance, an “Increased Commitment Date”), with respect to comply an Additional Lender, such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement with “know your customer” a Commitment in the amount set forth in such agreement and, with respect to an Increasing Lender, such Increasing Lender shall thereupon have a Commitment in the amount set forth in such agreement, and anti-money laundering rules and regulationsthis Agreement (including Schedule 2.01) shall be deemed amended to the extent, including without limitationbut only to the extent, necessary to reflect, as applicable, the Patriot Actaddition of an Additional Lender or the increase of the Commitment of such Increasing Lender.
Appears in 1 contract
Samples: Credit Agreement (National Medical Health Card Systems Inc)
Increase in Commitments. (a) The Borrower shall have the right right, at any time and from time to time during after the period beginning on Closing Date by written notice to and in consultation with the Effective Date to but excluding the Termination Date Agent, to request increases an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of the Commitments by providing written notice to the Administrative Agent$25,000,000, which notice shall be irrevocable once given; provided, however, that (ii) immediately after giving effect to any such increases Commitment Increase, (y) the aggregate amount of the Commitments shall not exceed $2,000,000,000 160,000,000 and (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bz) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have all Commitment Increases effected shall not been repaidexceed $50,000,000, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in existence on compliance with the effective date financial covenants contained in Article VII, and (v) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Agent ten (10) Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if it provides written notice of its election to participate within ten (10) Business Days of the Agent’s receipt of such increase, (y) notice. Such notice from the representations and warranties made or deemed made Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Agent or any other Loan Party in any Loan Document to which such Loan Party is a party Wachovia, as Arranger, shall be true for their own account and correct shall be in all material respects (except in an amount, if any, mutually agreed upon by each such party and the case of a representation or warranty qualified by materialityBorrower, in which case such representation or warranty each party’s sole discretion. Nothing contained in this Section 2.20 shall be true and correct in all respects) on the effective date of such increase except construed to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by obligate the Borrower to authorize such increase and (B) all corporatepay any fee for a Commitment Increase to an Increasing Lender, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Additional Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActAgent or Wachovia, as Arranger.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Increase in Commitments. The Borrower shall have the right may at any time and from time to time during after the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount termination of the Commitments Limitation Period, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which notice shall be irrevocable once given; providedmay include any Bank, however, that after giving effect to any such increases cause the aggregate amount Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase 200,000,000 in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentaggregate, in consultation with the Borrower(iii) each Increasing Bank, if not already a Bank hereunder, shall manage all aspects be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Increasing Bank, including decisions as to the selection of the existing Lenders and/or other banksif not already a Bank hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such requested increase must Increasing Bank shall thereafter be an Eligible Assignee. If a new Lender becomes deemed to be a party to this AgreementAgreement and shall be entitled to all rights, or if any existing Lender is increasing its Commitmentbenefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, such Lender shall on no increase in the date it becomes a Lender hereunder Total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders shall have received documents consistent with those delivered under Section 2.2.(j3.01(a)(ii) that have not been repaidthrough (v), plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, giving 49 128384814_9 effect to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: increase, (xii) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by of the Borrower or any other Loan Party and the Guarantors set forth in any Loan Document to which such Loan Party is a party this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties no Default shall have been true occurred and correct in all material respects (except in the case of a representation be continuing or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderwould result therefrom, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the followingBorrower, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by (x) upon the Borrower, payable reasonable request of any Bank made at least five (5) days prior to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of any Accession Agreement, the applicable increase Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the final Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the aggregate amount approval of the Commitments by providing written notice to the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the Aggregate Commitment shall not exceed $150,000,000 and the aggregate amount of the Commitments all Commitment Increases shall not exceed $2,000,000,000 50,000,000; (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitmentiii) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (Aiv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the portion representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously Commitment Increase Date as if made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to on and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the final Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the aggregate amount approval of the Commitments by providing written notice to the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a 42 minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the Aggregate Commitment shall not exceed $600,000,000 and the aggregate amount of the Commitments all Commitment Increases shall not exceed $2,000,000,000 200,000,000; (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitmentiii) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (Aiv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the portion representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously Commitment Increase Date as if made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to on and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Borrowers may, by providing written notice to the Administrative AgentAgent executed by the Borrowers and one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, cause the Commitments of the Augmenting Lenders to be increased (or cause Commitments to be extended by the Augmenting Lenders, as the case may be) in an amount for each Augmenting Lender set forth in such notice and an aggregate amount not less than $50,000,000, provided, that the total Commitments shall in no event be increased to an amount greater than $500,000,000; provided further, that each Augmenting Lender, if not already a Lender hereunder, shall be irrevocable once given; provided, however, that after giving effect subject to any such increases the aggregate amount approval of the Commitments Administrative Agent (which approval shall not exceed $2,000,000,000 (less be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the aggregate amount of reductions of Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments effected created pursuant to Section 2.11.)this clause (a) shall become effective on the date specified in the notice delivered pursuant to this paragraph. Each such existing Lender whose Commitment is not increased pursuant to this Section 2.23 is hereby referred to as a "Non-Increasing Lender". Notwithstanding the foregoing, no increase in the total Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in paragraphs (yb) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (c) of Section 4.01 shall be true satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase) and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Administrative Agent shall have been true received a certificate to that effect dated such date and correct in all material respects (except in executed by a Financial Officer of the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderBorrower, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Closing Date under clauses (a) and substance satisfactory (c) of Section 4.02 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of borrow hereunder after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Popular Inc)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the final Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the aggregate amount approval of the Commitments by providing written notice to the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of the Commitments all Commitment Increases shall not exceed $2,000,000,000 150,000,000; (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitmentiii) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (Aiv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the portion representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously Commitment Increase Date as if made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to on and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement
Increase in Commitments. The Borrower (i) Xxxxxxxx shall have the right at any time and option, without the consent of the Lenders, from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request cause one or more increases in the aggregate amount Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Revolving Lenders (collectively, the “New Lenders”) or by allowing one or more Revolving Lenders to increase their respective Commitments; provided however that: (A) immediately prior to and immediately after giving effect to the increase, no Event of Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $4,250,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not result in the increase of any Borrower Sublimit and (E) such increase shall be evidenced by providing written notice a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent and executed by Xxxxxxxx, the Administrative Agent, the New Lenders, if any, Lenders increasing their Commitments, if any, and (if any Lender increases its Commitments or is a New Lender) the Issuing Banks, and which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases indicate the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication allocation of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Aggregate Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified this Section by the Secretary or Assistant Secretary of (A) all corporate execution and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed delivery to the Administrative Agent of the applicable commitment increase agreement shall be a “Revolving Lender” and a “Lender” for all purposes under this Agreement on the Lenders covering such matters as reasonably requested by applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the Administrative Agent; and (iii) new extent necessary to keep the outstanding Loans of each Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of Lender ratable with such Lender’s Commitment at the time of the effectiveness of the applicable revised Applicable Percentage after giving effect to any nonratable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Aggregate Commitments pursuant to under this Section 2.15Section., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the final Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the aggregate amount approval of the Commitments by providing written notice to the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of the Commitments all Commitment 49 15484836v115484836v9 Increases shall not exceed $2,000,000,000 150,000,000; (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitmentiii) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (Aiv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the portion representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously Commitment Increase Date as if made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to on and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Idaho Power Co)
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time to time during after the period beginning on Closing Date, the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Borrower may, by providing written notice to the Administrative Agent, which notice shall request that the Total Commitment be irrevocable once given; provided, however, that after giving effect increased by an amount not to any exceed $50,000,000 in the aggregate for all such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to Closing Date until the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving LoansMaturity Date, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) provided that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower shall set forth in such request the amount of the requested increase in the Total Commitment (which shall be in existence minimum increments of $10,000,000 and a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the effective date of such increasenotice and that, (y) in any event, must be at least 60 days prior to the representations and warranties made or deemed made Maturity Date). The Borrower may offer to each Lender the opportunity to increase its Commitment by its Percentage of the proposed increased amount and/or the Borrower may arrange for one or any more banks or other Loan Party in any Loan Document to which entities that are Eligible Assignees (each such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified Person so agreeing being an “Augmenting Lender”). Each Lender shall, by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel notice to the Borrower and the Guarantors, and addressed to the Administrative Agent and given not more than 10 days after the Lenders covering such matters as reasonably requested by date of the Administrative Agent; and (iii) new Revolving Notes executed ’s notice, either agree to increase its Commitment by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time all or a portion of the effectiveness offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any such Lender that does not deliver such a notice within such period of the applicable 10 days shall be deemed to have declined to increase in the aggregate amount of the Commitmentsits Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Each Augmenting Lender becoming a party hereto shall (1) execute all such documents and agreements documentation as the Administrative Agent may shall reasonably request and (2) specify to evidence its Commitment and/or its status as a Lender with a Commitment hereunder. Any increase in the case of any Lender Total Commitment may be made in an amount that is organized under less than the laws of a jurisdiction outside of increase requested by the United States of AmericaBorrower if the Borrower is unable to arrange for, provide or chooses not to the Administrative Agentarrange for, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActAugmenting Lenders.
Appears in 1 contract
Samples: Credit Agreement (DPL Inc)
Increase in Commitments. The Borrower shall have (a) Anything in this Agreement to the right contrary notwithstanding, at any time and from time to time during prior to the period beginning on Maturity Date, the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, Agent (which notice the Administrative Agent shall be irrevocable once given; provided, however, that after giving effect promptly furnish to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase each Lender in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentapplicable Tranche), in consultation with the Borrowerrequest that one or more Persons (which may include any Lender, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever 45 provided below) offer to increase its Commitment their Commitments under any Tranche (if they are Lenders) or provide a new Commitmentto make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by a Person that is not already a Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the followingUS Tranche and $5,000,000 in the case of the European Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed $75,000,000. No more than two Tranche Increases shall be made during the term of this Agreement. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend applicable Commitments or increase their existing applicable Commitments in form and substance satisfactory an aggregate amount equal to the Administrative Agent: (i) if not previously delivered to amount of the Administrative Agent, copies certified by Tranche Increase. In the Secretary event that one or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty more of such increase; (ii) an opinion of counsel Persons offer to increase or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the GuarantorsAdministrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and addressed any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement (or other appropriate documentation reasonably acceptable to the Administrative Agent and the Lenders covering Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such matters as reasonably requested by amendment or other documentation and the Administrative Agent; Company shall deliver such authorization documentation and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount opinions of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements counsel as the Administrative Agent may shall reasonably request and (2) in the case request; provided, that no consent of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide not participating in such Tranche Increase shall be required. Notwithstanding anything to the Administrative Agentcontrary set forth herein, its namethe Agents shall have at least 15 Business Days, addressbut no more than 20 Business Days, tax identification number and/or prior to the proposed effective date for such other information as Tranche Increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such Tranche Increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acteffective until such administration period has expired.
Appears in 1 contract
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time to time during prior to the period beginning on Maturity Date, the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, Agent (which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for shall promptly furnish to each Lender), request that one or more Persons (which may include the account of such other then-existing Lenders, in same day funds, an amount equal to the sum of ) (A) the portion of the outstanding principal amount of offer to increase their Revolving Credit Commitments or to make additional Revolving Credit Commitments (if they are not already Lenders) (such increased and/or additional Revolving Loans to be purchased by such Lender, plus Credit Commitments being a “Revolving Credit Commitment Increase”) or (B) the aggregate amount enter into one or more tranches of payments previously made by the other Lenders under Section 2.2.(jterm loans (such additional term loans being an “Incremental Term Loan” and together with any Revolving Credit Commitment Increases, a “Commitment Increase”) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: paragraph (a), it being understood that (x) no Default or Event of Default shall if such offer is to be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party a Person that is not already a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityLender, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld) and (y) the following, in form and substance satisfactory Company may agree to accept less than the amount of any Commitment Increase so requested; provided that the minimum aggregate principal amount accepted shall equal the lesser of (i) $10,000,000 or (ii) the offered Commitment Increase. The minimum aggregate principal amount of any Commitment Increase shall be $10,000,000 (or such lesser amount as may be agreed by the Administrative Agent: ). In no event shall the aggregate amount of all Commitment Increases pursuant to this paragraph (a) exceed $250,000,000. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend Revolving Credit Commitments, increase their existing Revolving Credit Commitments or provide Incremental Term Loans in an aggregate amount equal to the amount of the Commitment Increase. In the event that one or more of such Persons offer to increase or enter into such Revolving Credit Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Revolving Credit Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement, which amendment shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure (as applicable). The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date (but may partially amortize prior to such date) and (c) shall be treated substantially the same hereunder as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently (which pricing shall be deemed to include any upfront fees, original issue discount, arrangement fees and any similar fees in connection therewith) than the pricing applicable to the Revolving Loans and the Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Lender participating in such tranche, each Person joining this Agreement as Lender by participation in such tranche, if not previously delivered any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Company and the Administrative Agent, copies certified by to effect the Secretary or Assistant Secretary provisions of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel this Section 2.09. Notwithstanding anything to the Borrower and contrary set forth herein, the GuarantorsAgents shall have at least 15 Business Days, and addressed but no more than 20 Business Days, prior to the Administrative Agent and the Lenders covering proposed effective date for such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable an increase to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing obtain administrative details from Lenders increasing their CommitmentsCommitments or Persons becoming new Lenders hereunder and to otherwise administer such increase, in including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the amount of Borrowers. No such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acteffective until such administration period has expired.
Appears in 1 contract
Samples: Credit Agreement (Schulman a Inc)
Increase in Commitments. The Borrower shall have the right at At any time and from time to time during the period beginning on after the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Borrower may, by providing written notice to the Administrative Agent, executed by the Borrower and one or more financial institutions, which notice shall may include any existing Lender (any such financial institutions being called a “Prospective Lender”), cause the Commitments of the Prospective Lenders to be irrevocable once givenincreased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided, however, that (a) the aggregate amount of the Lenders’ Commitments after giving effect to such increase shall in no event exceed $400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld), (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement and (d) no existing Lender shall be required to become a Prospective Lender. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the Prospective Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, (i) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase), (ii) the Borrower is in Pro Forma Compliance, after giving effect to any such increases increase and other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions or repayment of indebtedness after the aggregate amount beginning of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant relevant determination period but prior to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation or simultaneous with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment effectiveness of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (ziii) the Administrative Agent shall have received each a certificate dated such date and executed by a Financial Officer of the following, Borrower that the conditions in form and substance satisfactory to the Administrative Agent: foregoing clauses (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters have been satisfied as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such date. Following any increase of a Lender’s Commitment at the time or any extension of a new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interest Periods applicable increase thereto, and shall then be repaid or refinanced with new Loans made pursuant to Sections 2.01 and 2.02; provided that upon the occurrence of any Default, each Prospective Lender shall purchase (for cash at face value) participations in the aggregate amount Loans of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide other Lenders to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be extent necessary for so that all Loans outstanding are owned by the Administrative Agent to comply Lenders ratably in accordance with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acttheir respective Commitments.
Appears in 1 contract
Samples: Credit Agreement (Land O Lakes Inc)
Increase in Commitments. (a) The Borrower shall have the right right, at any time and from time to time during after the period beginning on the Effective Closing Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to and in consultation with the Administrative Agent, which notice to request an increase in the aggregate Revolver Commitments (but not the limitation on the amount of Swing Advances specified in Section 2.01(b) or the amount of Letter of Credit Obligations specified in Section 11.02(b) (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be irrevocable once given; providedin a minimum amount of $25,000,000, however, that (ii) immediately after giving effect to any such increases Commitment Increase, (y) the aggregate amount of the Revolver Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, 175,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $75,000,000, (iii) no Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no Commitment Increase shall be effective until the Administrative Agent shall have received each of the following, has consented to such Commitment Increase in form writing which consent may not be unreasonably withheld; and substance satisfactory to the Administrative Agent: (ivi) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize shall give the existing Lenders the right of first refusal for participating in any such increase and (B) all corporate, partnership, member and other necessary action taken Commitment Increase by each Guarantor authorizing the guaranty of providing such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed notice to the Administrative Agent and fifteen (15) Domestic Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within fifteen (15) Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Lenders covering such matters as reasonably Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent; Agent or BB&T, as arranger, shall be for their own account and (iii) new Revolving Notes executed shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lendereach party’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15sole discretion., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Increase in Commitments. (a) The Borrower shall have the right may at any time and from time to time during not later than six months prior to the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Maturity Date, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which request that the total Commitments be increased by an amount of at least $25,000,000 on the occasion of any increase and not in excess of $100,000,000 in the aggregate under this Agreement and the three-year Credit Agreement, being entered into on the date hereof. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such increases set forth the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be not less than 15 days or more than 30 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 15 days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 15 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender"). In the event that, on the 15th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of less than the increase in the total Commitments among such existing Lenders and/or requested by the Borrower, the Borrower may arrange for one or more banks or other banks, financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and other institutional lenders. No each Augmenting Lender shall be obligated in any way whatsoever execute all such documentation as the Administrative Agent shall specify to increase evidence its Commitment or provide and its status as a Lender hereunder. Increases and new Commitment, and any new Lender becoming a party Commitments created pursuant to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender clause (a) shall become effective on the date it becomes a Lender hereunder specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwith standing the foregoing, no increase in the total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in paragraphs (ya),(b) and (c) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the representations Administrative Agent shall have received a certificate to that effect dated such date and warranties made or deemed made executed by a Financial Officer of the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and substance satisfactory (c) of Section 4.01 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of borrow hereunder after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. The (a) Provided there exists no Default applicable to a Borrower, upon notice by such Borrower to the Administrative Agent (which shall have promptly notify the right at any time and appropriate Lenders), such Borrower may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to time, request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such an increase in the Aggregate Commitments must be applicable to such Borrower to an aggregate minimum amount (for all such requests) not exceeding the lesser of (x) the Maximum Aggregate Commitments and (y) in the case of the Tranche A Commitments, $50,000,000 2,800,000,000 and integral multiples in the case of the Tranche B Commitments, $10,000,000 in excess thereof200,000,000. The Administrative AgentAt the time of sending such notice, such Borrower (in consultation with the Borrower, Administrative Agent) shall manage all aspects specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of the syndication delivery of such increase in the Commitments, including decisions as notice to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lendersappropriate Lenders). No Each appropriate Lender shall be obligated in any way whatsoever notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment or provide a new Commitmentand, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreementif so, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, whether by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount to, greater than, or less than its Pro Rata Share of such Revolving Loans requested increase. Any appropriate Lender not responding within such time period shall be deemed to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid declined to and as of such date on such portion of the outstanding principal amount of such Revolving Loansincrease its Commitment. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received notify the applicable Borrower and each appropriate Lender of the followingLenders' responses to each request made hereunder. To achieve the full amount of a requested increase, the applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and its counsel. The consent of the Lenders covering such matters as reasonably requested by is not required to increase the Administrative Agent; and (iii) new Revolving Notes executed by amount of the BorrowerAggregate Commitments pursuant to this Section, payable except that each appropriate Lender shall have to any new Lenders and replacement Revolving Notes executed by the Borrower, payable right to any existing Lenders increasing their Commitments, consent to an increase in the amount of such Lender’s its Commitment at as set forth in this Section 2.14(a). If the time of the effectiveness of Lenders and Eligible Assignees do not agree to increase the applicable increase in Aggregate Commitments by the aggregate amount of requested by the Commitments. In connection with any increase in the aggregate amount of the Commitments applicable Borrower pursuant to this Section 2.15.2.14(a), any Lender becoming a party hereto shall such Borrower may (1i) execute such documents and agreements as the Administrative Agent may reasonably withdraw its request and for an increase in its entirety or (2ii) accept, in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitationwhole or in part, the Patriot Actincreases that have been offered.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments may, by providing written notice to the Administrative Agent in substantially the form of Exhibit “D”, request that the total Commitments be increased by an aggregate amount not to exceed $375,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $100,000,000 and in minimum increments of $5,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit “E”, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit “F”, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be irrevocable once givendeemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments each Augmenting Bank that is not an existing Bank shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as subject to the selection prior written approval of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for (which approvals shall not be unreasonably withheld or delayed), and the account Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit “F” or such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and documentation as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken increase requested by the Borrower if the Borrower is unable to authorize such increase and (B) all corporatearrange for, partnershipor chooses not to arrange for, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Augmenting Banks. The Borrower and the Guarantors, and addressed to the Administrative Agent and shall execute an amendment to Exhibit “G” evidencing the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their revised Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. The Borrower shall have (a) Anything in this Agreement to the right contrary notwithstanding, at any time and from time to time during prior to the period beginning on Maturity Date, the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, Agent (which notice the Administrative Agent shall be irrevocable once given; provided, however, that after giving effect promptly furnish to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase each Lender in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentapplicable Tranche), in consultation with the Borrowerrequest that one or more Persons (which may include any Lender, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever provided below) offer to increase its Commitment their Commitments under any Tranche (if they are Lenders) or provide a new Commitmentto make additional Commitments under any Tranche (if they are not already Lenders) (such increased and/or additional Commitments being, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing any Tranche, a “Tranche Increase”) under this paragraph (a), it being understood that if such offer is to be made by a Person that is not already a Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld). The minimum aggregate amount of any Tranche Increase shall be $10,000,000 in the case of the followingUS Tranche and the US Dollar Equivalent of $5,000,000 in the case of the European Tranche. In no event shall the aggregate amount of all Tranche Increases pursuant to this paragraph (a) exceed the US Dollar Equivalent of $75,000,000. No more than two Tranche Increases shall be made during the term of this Agreement. The Company may arrange for one or more banks or other financial institutions, which may include any Lender, to extend applicable Commitments or increase their existing applicable Commitments in form and substance satisfactory an aggregate amount equal to the Administrative Agent: (i) if not previously delivered to amount of the Administrative Agent, copies certified by Tranche Increase. In the Secretary event that one or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty more of such increase; (ii) an opinion of counsel Persons offer to increase or enter into such Commitments, and such Persons, the Company, any other applicable Borrower and the GuarantorsAdministrative Agent agree as to the amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent shall execute and addressed deliver an appropriate amendment to this Agreement (or other appropriate documentation reasonably acceptable to the Administrative Agent and the Lenders covering Company to effectuate the Tranche Increase), which amendment or other documentation shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure under the Tranche that is subject to the Tranche Increase effected by such matters as reasonably requested by amendment or other documentation and the Administrative Agent; Company shall deliver such authorization documentation and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount opinions of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements counsel as the Administrative Agent may shall reasonably request and (2) in the case request; provided, that no consent of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide not participating in such Tranche Increase shall be required. Notwithstanding anything to the Administrative Agentcontrary set forth herein, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent shall have at least 15 Business Days, but no more than 20 Business Days, prior to comply with “know your customer” the proposed effective date for such Tranche Increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and anti-money laundering rules and regulationsto otherwise administer such Tranche Increase, including without limitationprocessing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Patriot ActBorrowers. No such increase shall be effective until such administration period has expired.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have and the right Administrative Agent may, at any time and from time to time during prior to the period beginning on 60th day following the Effective Date Date, by a written instrument executed by the Borrower, the Administrative Agent and one or more financial institutions that may but need not already be Lenders under this Agreement (each such financial institution referred to but excluding in this paragraph (a) being called an "Augmenting Lender"), cause Augmenting Lenders to extend Commitments or to increase their existing Commitments in amounts set forth in such instrument and, in the Termination Date case of Augmenting Lenders that are not already Lenders, to request increases in become Lenders under this Agreement; provided, however, that the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments Commitment or Commitment increase under this paragraph shall not in no event exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders1,000,000,000. No Lender shall have any obligation hereunder to become an Augmenting Lender and any election to do so shall be obligated in any way whatsoever the sole discretion of each Lender. New Commitments and Commitment increases under this Section shall become effective on the date or dates specified in the instruments executed pursuant to increase its this Section. Upon the effectiveness of the Commitment or provide Commitment increase of any Augmenting Lender, (i) such Augmenting Lender, if not already a new CommitmentLender, and any new Lender becoming shall be deemed to be a party to this Agreement in connection with any such requested increase must and shall be an Eligible Assignee. If a new Lender becomes a party entitled to this Agreementall rights, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes benefits and privileges accorded a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case obligations of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true Lender hereunder and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel Schedule 2.01 shall be deemed to have been amended to reflect the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount Commitment or Commitment increase of such Augmenting Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Belo Corp)
Increase in Commitments. (a) The Borrower shall have the right may at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not earlier than the 60th day following the Effective Date and not later than the third anniversary of the Effective Date, which request that the total Commitments be increased by an amount not greater than $250,000,000. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such increases set forth the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with not less than 45 days or more than 60 days after the Borrower, shall manage all aspects of the syndication date of such increase in notice), and shall offer each Lender the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever opportunity to increase its Commitment or provide a new Commitment, and any new by its Participation Percentage of the proposed increased amount. Each Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loansshall, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel notice to the Borrower and the GuarantorsAdministrative Agent given not more than 20 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being called an “Increasing Lender”) or decline to increase its Commitment (and addressed any Lender that does not deliver such a notice within such period of 20 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being called a “Non-Increasing Lender”). No Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender. In the event that, on the 20th day after the Borrower shall have delivered a notice pursuant to the Administrative Agent and first sentence of this paragraph, the Lenders covering such matters as reasonably shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable the Borrower may arrange for one or more Lenders or other financial institutions (any such Lender or other financial institution referred to in this paragraph (a) being called an “Augmenting Lender”), which may include any new Lenders and replacement Revolving Notes executed by Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the Borrowerunsubscribed amount; provided that each Augmenting Lender, payable if not already a Lender hereunder, shall be subject to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time approval of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Lender becoming a party hereto shall (1) execute all such documents and agreements documentation as the Administrative Agent may reasonably request shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this paragraph (2a) shall become effective on the date specified in the case of any Lender that is organized under notice delivered by the laws of a jurisdiction outside of the United States of America, provide Borrower pursuant to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actfirst sentence of this paragraph.
Appears in 1 contract
Samples: Credit Agreement (Belo Corp)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which notice shall request that the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments be irrevocable once givenincreased by an amount not less than $25,000,000 for any such increase; provided, however, provided that after giving effect to any such increases increase the aggregate amount sum of the total Commitments shall not exceed $2,000,000,000 (less 750,000,000. Such notice shall set forth the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such the requested increase in the total US Tranche Commitments, Swiss Tranche Commitments must or Japanese Tranche Commitments, as the case may be, and the date on which such increase is requested to become effective (which shall be not less than 30 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage, as the case may be, of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 Business Days after the date of the Company’s notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of less than the increase in the total Commitments among such existing Lenders and/or requested by the Company, the Company may arrange for one or more banks or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with (any such requested increase must be bank or other financial institution being called an Eligible Assignee. If a new Lender becomes a party “Augmenting Lender”), which may include any Lender, to this Agreementextend US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, or if any increase their existing Lender is increasing its CommitmentUS Tranche Commitments, such Lender shall on the date it becomes a Lender hereunder (Swiss Tranche Commitments or in Japanese Tranche Commitments, as the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lendersmay be, in same day funds, an aggregate amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such unsubscribed amount; provided that each Augmenting Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have if not been repaidalready a Lender hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is be subject to the following conditions precedent: approval of the Administrative Agent (x) no Default or Event of Default which approval shall not be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateunreasonably withheld) and except for changes in factual circumstances specifically the Borrowers and expressly permitted hereunder, and (z) each Augmenting Lender shall execute all such documentation as the Administrative Agent shall have received each of reasonably specify to evidence the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty Commitment of such increase; (ii) Augmenting Lender and/or its status as a Lender hereunder. Any increase in the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, may be made in an opinion of counsel to amount which is less than the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably increase requested by the Administrative Agent; and (iii) new Revolving Notes executed by Company if the BorrowerCompany is unable to arrange for, payable or chooses not to any new Lenders and replacement Revolving Notes executed by the Borrowerarrange for, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Augmenting Lenders., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Five Year Credit Agreement (Edwards Lifesciences Corp)
Increase in Commitments. The Borrower shall have the right at any time and (a) AlcoaArconic may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative Agent, executed by AlcoaArconic and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective Lender”), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once givenincreased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided, however, that after giving effect to any such increases (i) the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each any such increase in the Commitments must shall be an no less than $25,000,000, (ii) the sum of the aggregate minimum amount of $50,000,000 and integral multiples increases in Commitments under this Section 2.20, during the term of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrowerthis Agreement, shall manage all aspects not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in connection with any such requested increase must be an Eligible Assignee. If a Commitments and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereto, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increasethe Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (yi) the representations and warranties made or such Prospective Lender shall thereafter be deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is be a party to this Agreement and shall be true entitled to all rights, benefits and correct privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in all material respects (except such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the case Commitment of a representation or warranty qualified by materialityLender already a party hereunder, in which case such representation or warranty Schedule 2.01(a) shall be true and correct in all respects) on deemed to have been amended to reflect the effective date increased Commitment of such Lender. Notwithstanding the foregoing, no increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case aggregate Commitments (or in the Commitment of a representation or warranty qualified by materiality, in which case such representation or warranty any Lender) shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and become effective under this Section unless (zi) the Administrative Agent shall have received each of the following, in form and substance (A) a written opinion reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Agent and the GuarantorsLenders of Delaware counsel, and as Counsel of Arconic, addressed to the Administrative Agent and the Lenders covering and (B) documents consistent with those delivered under paragraphs (a) and (c) of Section 4.014 as to the corporate power and authority of AlcoaArconic to borrow hereunder after giving effect to such matters as reasonably requested by increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent; Agent shall have received a certificate to that effect dated such date and (iii) new Revolving Notes executed by the Borrower, payable to a Financial Officer of AlcoaArconic. Following any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount increase of such a Lender’s Commitment at the time or any extension of a new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interests Periods applicable thereto, and shall then be repaid or refinanced with any increase new Loans made pursuant to Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the aggregate conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide Loans being refinanced. Notwithstanding anything to the Administrative Agentcontrary in this Agreement, its name, address, tax identification number and/or such other information as no Lender shall be necessary for the Administrative Agent required to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actbe a Prospective Lender.
Appears in 1 contract
Samples: Credit Agreement (Arconic Inc.)
Increase in Commitments. The Borrower Borrowers shall have the right at any time and from time prior to time during the period beginning on the Effective Date to but excluding the Commitment Termination Date (but not more frequently than once per calendar year) to request increase the aggregate Commitments hereunder by an aggregate amount as to all such increases not exceeding $100,000,000. Each Lender that is a party to this Agreement at the time the Borrowers provide the Agent with a notice that it wishes to increase the Commitments pursuant to this Section 2.15 (each such Lender, an "Increasing Commitment Lender") shall have the right, but not the obligation, to increase its Commitment pursuant to this Section 2.15, the allocation of such Commitment increase among all Increasing Commitment Lenders to be pro rata in accordance with the aggregate amount of the proposed Commitment increases of such Lenders. If the Borrowers desire to increase the aggregate amount of the Commitments by providing written notice an amount that exceeds the amount that the Increasing Commitment Lenders, if any, agree to increase their Commitments by (the "Increased Commitment Deficit Amount"), the Borrowers shall have the right to additionally increase the Commitments by an amount up to the Administrative AgentIncreased Commitment Deficit Amount by adding to this Agreement one or more other lenders, (each such lender an "Additional Lender") with the approval of the Agent (which approval shall not be unreasonably withheld), each of which Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Borrowers and the Agent pursuant to which such Additional Lender shall undertake a Commitment, which notice Commitment shall be irrevocable once given; providedin an amount at least equal to twenty-five million dollars ($25,000,000), howeveror the Increased Commitment Deficit Amount, that after giving effect if less, or a larger multiple of one million dollars ($1,000,000), and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. Notwithstanding the foregoing, no increase in the aggregate Commitments hereunder pursuant to this Section 2.15 shall be effective unless: (a) the Borrowers shall have given the Agent notice of any such increase at least three Business Days prior to any such increases the aggregate amount Increased Commitment Date; (b) no Default or Acceleration Event shall have occurred and be continuing as of the Commitments shall not exceed $2,000,000,000 (less date of the aggregate amount of reductions of Commitments effected pursuant notice referred to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with foregoing Section 2.15(a) or on the Borrower, shall manage all aspects Increased Commitment Date; (c) both as of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Increased Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments Date and after giving effect to the increase of Commitments) of any outstanding Revolving Loansin the Commitments to occur on such Date, by making available to the Administrative Agent for Guarantor's Xxxxx'x Rating and the account of such other Lenders, in same day funds, an amount S&P Rating shall be at least equal to the sum of "A3" and "A-", respectively; and (Ad) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties there shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount no reduction of the Commitments pursuant to this Section 2.152.05(a) on or prior to any such Increased Commitment Date. Section 2.16., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
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Increase in Commitments. The Borrower shall have the right may, at its option, at any time and or from time to time during prior to the period beginning on Revolving Facility Termination Date, increase the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Total Commitments by providing written notice up to $190,000,000 to an aggregate principal amount not to exceed $400,000,000 by requesting the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect existing Lenders or new lenders to commit to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 increase; provided that: (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No a) no Lender shall be obligated in any way whatsoever required to increase its Commitment or provide a new Commitment, and any new Lender becoming a party commit to this Agreement in connection with any such requested increase; (b) no such increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on become effective unless at the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments time thereof and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of thereto (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xi) no Default or Event of Default shall have occurred and be in existence on the effective date of such increasecontinuing, (yii) each of the representations and warranties made or deemed made by the Borrower or any other Loan Party in any or pursuant to the Loan Document to which such Loan Party is a party Documents shall be true and correct in all material respects (respects, except in to the case of a representation or warranty qualified by materialityextent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time, provided, that, to the extent any such representation and warranty is already qualified by materiality or warranty by reference to Material Adverse Effect, such representation shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (ziii) the Administrative Agent shall have received each of the following, in form and substance satisfactory a certificate from Borrower to the Administrative Agent: effect of (i) if and (ii) of clause (b); and (c) no new lender shall become a Lender pursuant to this Section 2.21 unless Administrative Agent shall have given its prior written consent, which consent shall not previously be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such increase in the Commitments shall become effective on the date (the “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than five (5) Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any part of such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, copies certified on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the Secretary amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Assistant Secretary of (A) all corporate Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the Commitments. In connection with any increase preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the aggregate amount same Eurodollar Tranche (or, until the expiration of the Commitments pursuant to this Section 2.15.then-current Interest Period, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information rate as shall be necessary for agreed upon between Borrower and the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actrelevant Lender).
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Increase in Commitments. The Borrower shall have the right may at any time and from time to time during after the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount termination of the Commitments Limitation Period, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which notice shall be irrevocable once given; providedmay include any Bank, however, that after giving effect to any such increases cause the aggregate amount Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase 200,000,000 in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentaggregate, in consultation with the Borrower(iii) each Increasing Bank, if not already a Bank hereunder, shall manage all aspects be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Increasing Bank, including decisions as to the selection of the existing Lenders and/or other banksif not already a Bank hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such requested increase must Increasing Bank shall thereafter be an Eligible Assignee. If a new Lender becomes deemed to be a party to this AgreementAgreement and shall be entitled to all rights, or if any existing Lender is increasing its Commitmentbenefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, such Lender shall on no increase in the date it becomes a Lender hereunder Total Commitments (or in the case Commitment of an existing Lenderany Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitmentssuch increase, (ii) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by of the Borrower or any other Loan Party and the Guarantors set forth in any Loan Document to which such Loan Party is a party this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties no Default shall have been true occurred and correct in all material respects (except in the case of a representation be continuing or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderwould result therefrom, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the followingBorrower, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by (x) upon the Borrower, payable reasonable request of any Bank made at least five (5) days prior to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of any Accession Agreement, the applicable increase Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
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Increase in Commitments. The (a) If the Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount terminated all or a portion of the Tranche A Commitments and repaid all or a portion of the outstanding Tranche A Term Loans prior to or simultaneously with the consummation of any Commitment increase pursuant to this Section, the Borrower may, by providing written notice to the Administrative AgentAgent executed by the Borrower and one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, (i) at any time during the Tranche A Availability Period, cause the Tranche A Commitments of the Augmenting Lenders to be increased (or cause Tranche A Commitments to be extended by the Augmenting Lenders, as the case may be) and/or (ii) at any time prior to the Revolving Credit Maturity Date, cause the Revolving Credit Commitments of the Augmenting Lenders to be increased (or cause Revolving Credit Commitments to be extended by the Augmenting Lenders, as the case may be), in each case in an amount for each Augmenting Lender set forth in such notice shall be irrevocable once givenand not less than $5,000,000; provided, however, that after giving effect the total amount by which the Commitments may be -------- increased pursuant to any such increases this Section shall be limited to the aggregate amount by which the Tranche A Commitments shall have been reduced and the Tranche A Term Loans repaid; provided further, that each Augmenting Lender, if not already a -------- ------- Lender hereunder, shall be subject to the approval of the Commitments Administrative Agent (which approval shall not exceed $2,000,000,000 (less be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the aggregate amount of reductions of Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments effected created pursuant to Section 2.11.)this clause (a) shall become effective on the date specified in the notice delivered pursuant to this paragraph. Each such existing Lender whose Commitment is not increased pursuant to this Section is hereby referred to as a "Non-Increasing Lender". Notwithstanding the foregoing, no increase in the total Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party conditions set forth in any Loan Document to which such Loan Party is a party Section 4.01 shall be true satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase) and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Administrative Agent shall have been true received a certificate to that effect dated such date and correct in all material respects (except in executed by a Financial Officer of the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderBorrower, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Closing Date under clauses (a) and substance satisfactory (b) of Section 4.02 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of borrow hereunder after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
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Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during after the period beginning on Closing Date and prior to the Effective Date date that is thirty (30) days prior to but excluding the Facility Termination Date to request increases increase the Aggregate Commitment (each such proposed increased being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the aggregate amount approval of the Commitments by providing written notice Administrative Agent (such approval not to the Administrative Agentbe unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be irrevocable once giveneffective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided, however, provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any such increases Commitment Increase, the aggregate amount of the Commitments Aggregate Commitment shall not exceed $2,000,000,000 450,000,000; (less iii) no Default or Unmatured Default shall have occurred and be continuing on the aggregate amount of reductions of Commitments effected pursuant to applicable Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties contained in Article 5 (other than in Section 2.11.). Each such increase in the Commitments must 5.5) shall be an aggregate minimum amount of $50,000,000 true on and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects as of the syndication of such increase in the Commitments, including decisions Commitment Increase Date as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall made on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable(or, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section representation and warranty is subject expressly stated to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties have been made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case as of a representation or warranty qualified by materialityspecified date, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier specific date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Borrowers may, by providing written notice to the Administrative AgentAgent executed by the Borrowers and one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, cause the Commitments of the Augmenting Lenders to be increased (or cause Commitments to be extended by the Augmenting Lenders, as the case may be) in an amount for each Augmenting Lender set forth in such notice and an aggregate amount not less than $50,000,000, provided, that the total Commitments shall in no event be increased to an amount greater than $450,000,000; provided further, that each Augmenting Lender, if not already a Lender hereunder, shall be irrevocable once given; provided, however, that after giving effect subject to any such increases the aggregate amount approval of the Commitments Administrative Agent (which approval shall not exceed $2,000,000,000 (less be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the aggregate amount of reductions of Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments effected created pursuant to Section 2.11.)this clause (a) shall become effective on the date specified in the notice delivered pursuant to this paragraph. Each such existing Lender whose Commitment is not increased pursuant to this Section 2.23 is hereby referred to as a "Non-Increasing Lender". Notwithstanding the foregoing, no increase in the total Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in paragraphs (yb) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (c) of Section 4.01 shall be true satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase) and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Administrative Agent shall have been true received a certificate to that effect dated such date and correct in all material respects (except in executed by a Financial Officer of the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderBorrower, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Closing Date under clauses (a) and substance satisfactory (c) of Section 4.02 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of borrow hereunder after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Popular Inc)
Increase in Commitments. The Borrower shall have the right at any time and from time to time during the period beginning on After the Effective Date to but excluding Date, the Termination Date to request increases in the aggregate amount of the Commitments Company may, by providing written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once given; increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that after giving effect to any such increases (a) the aggregate amount of the Lenders' Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect after giving effect to such increase and shall in no event exceed $600,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the allocations approval of the increase in the Commitments among such existing Lenders and/or other banksAdministrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, financial institutions and other institutional lenders. No if not already a Lender hereunder, shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement in connection with any such requested increase must be an Eligible Assigneeby completing and delivering to the Administrative Agent a duly executed Accession Agreement. If a Increases and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereunder, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (yb) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (c) of Section 4.03 shall be true and correct satisfied (with all references in all material respects (except in the case of such paragraphs to a representation or warranty qualified by materiality, in which case Borrowing being deemed to be references to such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier dateincrease) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the followingCompany. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, in form and substance satisfactory any Standby Loans outstanding prior to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of such increase or extension shall continue outstanding until the applicable increase in the aggregate amount ends of the Commitments. In connection respective Interests Periods applicable thereto, and shall then be repaid or refinanced with any increase in the aggregate amount of the Commitments new Standby Loans made pursuant to this Section 2.15Sections 2.01 and 2.05., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Year Credit Agreement (Harsco Corp)
Increase in Commitments. (a) The Borrower shall have Company may, on behalf of itself or the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Canadian Borrower, by providing written notice to the U.S. Administrative Agent (which shall promptly deliver a copy to each of the Lenders and the Canadian Administrative Agent), which notice shall request that the total Commitments of either Class be irrevocable once givenincreased by an amount not less than US$10,000,000 for any such increase; provided, however, provided that after giving effect to any such increases increase the aggregate amount sum of the total Commitments shall not exceed $2,000,000,000 (less US$1,000,000,000 minus any amount by which the aggregate amount of reductions of Commitments effected shall have been reduced pursuant to Section 2.11.)2.09. Each Such notice shall set forth (i) whether such increase in Commitments shall apply to the U.S. Commitments must be an aggregate minimum or Canadian Commitments, (ii) the amount of $50,000,000 and integral multiples of $10,000,000 the requested increase in excess thereof. The Administrative Agentsuch Commitments, in consultation with (iii) the Borrower, shall manage all aspects of the syndication of date on which such increase in the Commitments, including decisions as is requested to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender become effective (which shall be obligated in any way whatsoever to increase its Commitment not less than 10 Business Days or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on more than 60 days after the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increasenotice), and shall offer each U.S. Lender (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation requested increase in U.S. Commitments) or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date Canadian Lender (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation requested increase in Canadian Commitments) the opportunity to increase its Commitment of the applicable Class, by its Applicable Percentage of the proposed increased amount. Each such Lender shall, by notice to the Company and the U.S. Administrative Agent given not more than 10 days after the date of the Company's notice, either agree to increase its applicable Commitment, by all or warranty qualified by materiality, in which case a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its applicable Commitment (and any such representation or warranty Lender that does not deliver such a notice within such period of 10 days shall be true and correct deemed to have declined to increase its applicable Commitment) (each such Lender so declining or deemed to have declined being a "Non-Increasing Lender"). In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the applicable Lenders shall have agreed pursuant to the preceding sentence to increase their applicable Commitments by an aggregate amount less than the increase in all respects) on and as the total Commitments of the applicable Class requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such earlier datebank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend Commitments of the applicable Class or increase their existing Commitments of the applicable Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the U.S. Administrative Agent (which approval shall not be unreasonably withheld) and except for changes in factual circumstances specifically the Company and expressly permitted hereunder, and (z) each Augmenting Lender shall execute all such documentation as the U.S. Administrative Agent shall have received each of reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the following, total Commitments may be made in form and substance satisfactory to an amount which is less than the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by Company if the BorrowerCompany is unable to arrange for, payable or chooses not to any new Lenders and replacement Revolving Notes executed by the Borrowerarrange for, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15Augmenting Lenders., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Sysco Corp)
Increase in Commitments. (a) The Borrower shall have the right right, at any time and from time to time during after the period beginning on the Restatement Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments by providing written notice to and in consultation with the Administrative Agent, which notice to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be irrevocable once given; providedin a minimum amount of $25,000,000, however, that (ii) immediately after giving effect to any such increases Commitment Increase, (y) the aggregate amount of the Commitments shall not exceed $2,000,000,000 300,000,000 and (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bz) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have all Commitment Increases effected shall not been repaidexceed $75,000,000, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (xiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in existence on compliance with the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party financial covenants contained in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderArticle VII, and (zv) the Administrative Agent Borrower shall have received each give the existing Lenders the right of the following, first refusal for participating in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified any such Commitment Increase by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize providing such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed notice to the Administrative Agent and the ten (10) Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders covering to participate in such matters as reasonably requested by Commitment Increase if it provides written notice of its election to participate within ten (10) Business Days of the Administrative Agent; ’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or Wachovia, as Arranger, shall be for their own account and (iii) new Revolving Notes executed shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lendereach party’s Commitment at the time of the effectiveness of the applicable increase sole discretion. Nothing contained in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15.2.20 shall be construed to obligate the Borrower to pay any fee for a Commitment Increase to an Increasing Lender, any Lender becoming a party hereto shall (1) execute such documents and agreements as an Additional Lender, the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of Americaor Wachovia, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActArranger.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Increase in Commitments. (a) The Borrower shall have the right may at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not earlier than the 60th day following the Effective Date and not later than the third anniversary of the Effective Date, which request that the total Commitments be increased by an amount not greater than $500,000,000. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such increases set forth the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with not less than 45 days or more than 60 days after the Borrower, shall manage all aspects of the syndication date of such increase in notice), and shall offer each Lender the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever opportunity to increase its Commitment or provide a new Commitment, and any new by its Participation Percentage of the proposed increased amount. Each Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loansshall, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel notice to the Borrower and the GuarantorsAdministrative Agent given not more than 20 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being called an “Increasing Lender”) or decline to increase its Commitment (and addressed any Lender that does not deliver such a notice within such period of 20 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being called a “Non-Increasing Lender”). No Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender. In the event that, on the 20th day after the Borrower shall have delivered a notice pursuant to the Administrative Agent and first sentence of this paragraph, the Lenders covering such matters as reasonably shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable the Borrower may arrange for one or more Lenders or other financial institutions (any such Lender or other financial institution referred to in this paragraph (a) being called an “Augmenting Lender”), which may include any new Lenders and replacement Revolving Notes executed by Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the Borrowerunsubscribed amount; provided that each Augmenting Lender, payable if not already a Lender hereunder, shall be subject to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time approval of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Lender becoming a party hereto shall (1) execute all such documents and agreements documentation as the Administrative Agent may reasonably request shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this paragraph (2a) shall become effective on the date specified in the case of any Lender that is organized under notice delivered by the laws of a jurisdiction outside of the United States of America, provide Borrower pursuant to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actfirst sentence of this paragraph.
Appears in 1 contract
Increase in Commitments. (a) The Borrower shall have the right may on one occasion at any time and from time not later than three months prior to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Maturity Date, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), which request that the total Commitments be increased by an amount that will not result in the total Commitments under this Agreement exceeding $500,000,000 minus the amount of any reduction of the Commitments pursuant to Section 2.08. Such notice shall be irrevocable once given; provided, however, that after giving effect to any such increases set forth the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such requested increase in the total Commitments must and the date on which such increase is requested to become effective (which shall be not less than 30 days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 30 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 30 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 30th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of less than the increase in the total Commitments among such existing Lenders and/or requested by the Borrower, the Administrative Agent may arrange for one or more banks or other banks, financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Borrower and other institutional lenders. No the Administrative Agent (which approvals shall not be unreasonably withheld) and each Augmenting Lender shall be obligated in any way whatsoever execute all such documentation as the Administrative Agent shall specify to increase evidence its Commitment or provide and its status as a Lender hereunder. Increases and new Commitment, and any new Lender becoming a party Commitments created pursuant to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender clause (a) shall become effective on the date it becomes a Lender hereunder specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by of the Borrower or any other Loan Party set forth in any Loan Document to which such Loan Party is a party this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties no Default shall have been true occurred and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereundercontinuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and substance satisfactory (d) of Section 4.01 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize borrow hereunder after giving effect to such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to following any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15.Section, any no Lender becoming shall have a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside Commitment representing more than 30% of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Acttotal Commitments.
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Increase in Commitments. The Borrower shall have the right at (i) At any time and from time prior to time during the period beginning on Revolving Maturity Date, the Effective Date Borrowers may effectuate up to but excluding the Termination Date to request three separate increases in the aggregate amount Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the Commitments by providing written notice existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Applicable Administrative AgentAgent and the Applicable Issuing Lender) that at the time agree, which notice in the case of any such bank or financial institution that is an existing Lender to increase its US Revolving Commitment, Canadian Commitment or Term B Commitment as such Lender shall be irrevocable once givenso select (an “Increasing Lender”) and, in the case of any other such bank or financial institution (an “Additional Lender”), to become a party to this Agreement; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lenderaggregate Canadian Commitments shall not at any time exceed $50,000,000, plus (B) other than as set forth in clause (C) below, each Commitment Increase shall be of at least $50,000,000, (C) each Commitment Increase which only increases the aggregate Canadian Commitments shall be of at least $10,000,000, (D) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have all Commitment Increases shall not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderexceed $150,000,000, and (zE) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the Administrative Agent shall have received each same terms as those applicable to the existing Commitments and Advances. The sum of the followingincreases in the Commitments of the Increasing Lenders plus the Commitments of the Additional Lenders upon giving effect to a Commitment Increase shall not, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agentaggregate, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in exceed the amount of such Lender’s Commitment at the time Increase. The Borrowers shall provide prompt notice of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments proposed Commitment Increase pursuant to this Section 2.15., any Lender becoming a party hereto shall clause (1f) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as Agents and the applicable Class of Lenders. This Section 2.1(f) shall not be necessary for construed to create any obligation on any of the Administrative Agent Agents or any of the Lenders to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actadvance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.
Appears in 1 contract
Samples: Credit Agreement (Complete Production Services, Inc.)
Increase in Commitments. The (a) During the Revolving Credit Period, the Borrower may on one or more occasions, by written notice to the Agent (which shall have promptly deliver a copy to each of the right at Lenders), executed by the Borrower and one or more financial institutions (any time and from time such financial institution referred to time during in this Section being called an “Augmenting Lender”), which may include any Lender, cause Commitments to be made available by the period beginning on Augmenting Lenders (or cause the Effective Date Commitments of the Augmenting Lenders to but excluding be increased, as the Termination Date to request increases case may be) in an amount for each Augmenting Lender set forth in such notice; provided that (i) the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any all such increases the aggregate amount of the Commitments pursuant to this Section shall not exceed $2,000,000,000 500,000,000, (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentii) each Augmenting Lender, in consultation with the Borrowerif not already a Lender hereunder, shall manage all aspects be subject to the approval of the syndication of such increase in the CommitmentsAgent (which approval shall not be unreasonably withheld) and (iii) each Augmenting Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in connection with any a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase must in the total Commitments (which shall be an Eligible Assigneethe lesser of (x) a minimum aggregate amount of $20,000,0000 or any larger multiple of $5,000,000 or (y) the remaining aggregate allowance for such increases) and the date on which such increase is requested to become effective. If a Increases and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section 2.08(a) shall become effective on the date it becomes a Lender hereunder specified in the notice delivered by the Borrower pursuant to the first sentence of this Section 2.08(a). Notwithstanding the foregoing, no increase in the total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: 2.08(a) unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in Sections 3.02(b) and 3.02(d) (ywithout giving effect to the parenthetical in Section 3.02(d)) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects satisfied (except in the case of as though a representation or warranty qualified by materiality, in which case Borrowing were being made on such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Responsible Financial Officer of the followingBorrower, in form and substance satisfactory (ii) the Agent shall have received (to the Administrative Agent: (iextent requested by the Agent reasonably in advance of such date) if not previously documents consistent with those delivered under Sections 3.01(c) and 3.01(d) as to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase borrow hereunder and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing as to the guaranty enforceability of this Agreement after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Aetna Inc /Pa/)
Increase in Commitments. The Borrower shall have the right at any time and (a) Alcoa may from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative Agent, executed by Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective Lender”), which notice shall may include any Lender, cause the Commitments of the Prospective Lenders to be irrevocable once givenincreased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice; provided, however, that after giving effect to any such increases (i) the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each any such increase in the Commitments must shall be an no less than $25,000,000, (ii) the sum of the aggregate minimum amount of $50,000,000 increases in Commitments under this Section 2.20, the aggregate amount of increases in commitments under Section 2.20 of the 2004 Five-Year Credit Agreement and integral multiples the aggregate amount of $10,000,000 increases in excess thereof. The Administrative Agentcommitments under Section 2.20 of the 2005 Five-Year Credit Agreement, in consultation with each case during the Borrowerterm of this Agreement, shall manage all aspects not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, including decisions as to the selection of the existing Lenders and/or other banksif not already a Lender hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in connection with any such requested increase must be an Eligible Assignee. If a Commitments and new Lender becomes a party Commitments created pursuant to this Agreement, or if any existing Lender is increasing its Commitment, such Lender Section shall on the date it becomes a Lender hereunder become effective (or A) in the case of an existing LenderProspective Lenders already parties hereto, increases its Commitment) (on the date specified in the notice delivered pursuant to this Section and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) in the aggregate amount case of payments previously made by the other Prospective Lenders under Section 2.2.(j) that have not been repaidalready parties hereunder, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increasethe Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (yi) the representations and warranties made or such Prospective Lender shall thereafter be deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is be a party to this Agreement and shall be true entitled to all rights, benefits and correct privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in all material respects (except such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the case Commitment of a representation or warranty qualified by materialityLender already a party hereunder, in which case such representation or warranty Schedule 2.01 shall be true and correct in all respects) on deemed to have been amended to reflect the effective date increased Commitment of such Lender. Notwithstanding the foregoing, no increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case aggregate Commitments (or in the Commitment of a representation or warranty qualified by materiality, in which case such representation or warranty any Lender) shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and become effective under this Section unless (zi) the Administrative Agent shall have received each documents consistent with those delivered under paragraphs (a) and (c) of the following, in form and substance satisfactory Section 4.01 as to the Administrative Agent: (i) if not previously delivered corporate power and authority of Alcoa to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower borrow hereunder after giving effect to authorize such increase and (Bii) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing on the guaranty date of such increase; , the conditions set forth in paragraphs (iib) an opinion and (c) of counsel Section 4.02 shall be satisfied (with all references in such paragraphs to the Borrower a Borrowing being deemed to be references to such increase) and the Guarantors, and addressed to the Administrative Agent shall have received a certificate to that effect dated such date and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to a Financial Officer of Alcoa. Following any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount increase of such a Lender’s Commitment at the time or any extension of a new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interest Periods applicable increase thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender. Annex I to Amendment Agreement Exhibit E [FORM OF ACCESSION AGREEMENT] ACCESSION AGREEMENT dated as of [•], among [ ] (the “Acceding Lender”), ALCOA INC., a Pennsylvania corporation (“Alcoa”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant Credit Agreement referred to this Section 2.15below)., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Alcoa Inc)
Increase in Commitments. The Borrower shall have the right at any time and from time time, but in no event more than once in any consecutive twelve month period, to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in increase the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase but not to exceed $50,000,000 in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party aggregate by adding to this Agreement in connection one or more other Eligible Assignees (which may include any Lender (with any the consent of such requested increase must be an Lender)) (each such Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitmentan “Additional Lender”), such Lender shall on with the date it becomes a Lender hereunder (or in the case approval of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans not to be purchased by such Lenderunreasonably withheld), plus (B) the aggregate amount each of payments previously made by the other which Additional Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent: Agent pursuant to which such Additional Lender shall undertake a Commitment (if any such Additional Lender is a Lender, its 364-Day Credit Agreement Table of Contents Commitment shall be in addition to such Lender’s Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) if for each Additional Lender that is not previously delivered a Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an amount equal to the Administrative Agent, copies certified by the Secretary or Assistant Secretary product of (A) all corporate and other necessary action taken by the Borrower to authorize such Lender’s proposed total increase in its Commitment and (B) such increase over the aggregate proposed increases of all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; Lenders’ Commitments (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, but in the amount of no event shall such Lender’s Commitment at be increased in an amount greater than its proposal), and upon the time effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the applicable “Increased Commitment Date”) such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments hereunder pursuant to this Section 2.15., any Lender becoming a party hereto shall (12.04(c) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.effective only if:
Appears in 1 contract
Samples: Credit Agreement (Mony Group Inc)
Increase in Commitments. The (a) At any time after the Effective Date and no more than two times during any calendar year, the Borrower may, by written notice to the Agent (which shall have promptly deliver a copy to each of the right Banks), request at any time and or from time to time during that the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Total Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once givenincreased; provided, however, provided that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (Bi) the aggregate amount of payments previously made each such increase pursuant to this Section shall not be less than $25,000,000 and the aggregate amount of all such increases pursuant to this Section shall not exceed $250,000,000, (ii) each such request of the Borrower shall be deemed to be an offer to each Bank to increase its Commitment by its Applicable Percentage of the other Lenders under Section 2.2.(jproposed increased amount, and (iii) that have not been repaideach Bank, plus in its sole discretion, may either (CA) interest accrued and unpaid agree to and as of such date on such increase its Commitment by all or a portion of the outstanding principal offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the Total Commitments and the date on which such Revolving Loansincrease is requested to become effective. The In the event that the Banks shall have agreed to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower shall pay may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the Lenders amounts payableunsubscribed amount; provided that each Augmenting Bank, if anynot already a Bank hereunder, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is shall be subject to the following approval of the Agent (which approval shall not be unreasonably withheld or delayed). Increases to and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by the Borrower, the Agent and any Banks (including any Augmenting Banks) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments (a “Commitment Increase Agreement”), subject to the satisfaction of any conditions precedent: set forth in such agreement. Notwithstanding the foregoing, no increase in the Total Commitments (xor in the Commitment of any Bank) no Default or Event of Default shall be in existence become effective under this paragraph unless, on the effective date of such increase, the conditions set forth in Sections 3.02 (yc) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (d) shall be true and correct in all material respects satisfied (except in the case of as though a representation or warranty qualified by materiality, in which case Borrowing were being made on such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by an authorized officer of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. The Borrower shall have the right may at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments time, by providing written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Banks) executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which notice shall be irrevocable once given; providedmay include any Bank, however, that after giving effect to any such increases cause the aggregate amount Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $5,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $2,000,000,000 (less the aggregate amount of reductions of Commitments effected pursuant to Section 2.11.). Each such increase 85,000,000 in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agentaggregate, in consultation with the Borrower(iii) each Increasing Bank, if not already a Bank hereunder, shall manage all aspects be subject to the approval of the syndication of such increase in the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and (iv) each Increasing Bank, including decisions as to the selection of the existing Lenders and/or other banksif not already a Bank hereunder, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in connection with a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such requested increase must Increasing Bank shall thereafter be an Eligible Assignee. If a new Lender becomes deemed to be a party to this AgreementAgreement and shall be entitled to all rights, or if any existing Lender is increasing its Commitmentbenefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, such Lender shall on no increase in the date it becomes a Lender hereunder Commitments (or in the case Commitment of an existing Lenderany Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the such increase of Commitmentsand (ii) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by of the Borrower or any other Loan Party set forth in any Loan Document to which such Loan Party is a party this Agreement shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties no Default shall have been true occurred and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereundercontinuing, and (z) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Financial Officer of the following, in form and substance satisfactory to Borrower. On the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary effective date of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15.2.17, any Lender becoming a party to the extent there are outstanding Advances, the parties hereto shall (1) execute implement such documents arrangements as may be agreed upon by the Borrower and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and antitheir respective Commitments, after giving effect to such increase, will be re-money laundering rules established, and regulations, including without limitation, the Patriot Acteffectiveness of such increase shall be conditioned on the implementation of such arrangements.
Appears in 1 contract
Increase in Commitments. The Borrower shall have the right at (a) At any time and from time to time during the period beginning on after the Effective Date to but excluding and no more than two times during any calendar year, the Termination Date to request increases in the aggregate amount of the Commitments Borrower may, by providing written notice to the Administrative Agent, which notice shall request at any time or from time to time that the Total Commitments be irrevocable once givenincreased; provided, however, provided that after giving effect to any such increases the aggregate amount of the Commitments each such increase pursuant to this Section 2.19 shall not exceed be less than $2,000,000,000 (less 20,000,000 and the aggregate amount of reductions of Commitments effected all such increases pursuant to this Section 2.11.2.19 shall not cause the aggregate amount of Total Commitments to exceed $1,750,000,000; and provided further that if the Bank of America Commitment is effective, any increase in Commitments pursuant to this Section 2.19 shall be agreed and consented to by Bank of America, N.A. (unless, for the avoidance of doubt, the Bank of America Commitment is being terminated in connection with such increase). Each Any such notice shall set forth the amount of the requested increase in the Total Commitments must be and the date on which such increase is requested to become effective. The Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lenders, to extend Commitments or increase their existing Commitments in an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as equal to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations requested amount of the increase in the Commitments among such existing Lenders and/or other banksTotal Commitments; provided that each Augmenting Lender, financial institutions and other institutional lenders. No if not already a Lender hereunder, shall be obligated in subject to the approval of the Administrative Agent (not to be unreasonably withheld). Increases of Commitments and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by the Parent, the Borrower, the Administrative Agent and any way whatsoever Lenders (including any Augmenting Lenders) agreeing to increase its Commitment their existing Commitments or provide a extend new CommitmentCommitments, and as the case may be, of an agreement providing for such increased or additional Commitments, subject to the satisfaction of any new Lender becoming a party to this Agreement conditions set forth in connection with any such requested agreement. Notwithstanding the foregoing, no increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on in the date it becomes a Lender hereunder Total Commitments (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph (xa) no Default or Event of Default shall be in existence unless, on the effective date of such increase, (yi) the conditions set forth in paragraphs (a) and (b) of Sections 4.02 shall be satisfied (as though a Borrowing were being made on such date); provided that for purposes of this Section, the representations and warranties made or deemed made by the Borrower or any other Loan Party contained in any Loan Document to which such Loan Party is a party Section 3.04(a) shall be true and correct in all material respects (except in deemed to refer to the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) most recent audited financial statements available on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (zii) the Administrative Agent shall have received each a certificate to that effect dated such date and executed by a Responsible Officer or a Financial Officer of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower Parent and the Guarantors, and addressed Borrower. The Borrower is not required to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable offer any Lender an opportunity to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, participate in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.152.19 and, if offered an opportunity to participate, a Lender shall not have any obligation to participate., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Macy's, Inc.)
Increase in Commitments. (a) The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments Borrowers may, by providing written notice to the Administrative AgentAgent executed by the Borrowers and one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, cause the Commitments of the Augmenting Lenders to be increased (or cause Commitments to be extended by the Augmenting Lenders, as the case may be) in an amount for each Augmenting Lender set forth in such notice and an aggregate amount not less than $50,000,000, provided, that the total Commitments shall in no event be increased to an amount greater than $600,000,000; provided further, that each Augmenting Lender, if not already a Lender hereunder, shall be irrevocable once given; provided, however, that after giving effect subject to any such increases the aggregate amount approval of the Commitments Administrative Agent (which approval shall not exceed $2,000,000,000 (less be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the aggregate amount of reductions of Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments effected created pursuant to Section 2.11.)this clause (a) shall become effective on the date specified in the notice delivered pursuant to this paragraph. Each such existing Lender whose Commitment is not increased pursuant to this Section 2.23 is hereby referred to as a "Non-Increasing Lender". Notwithstanding the foregoing, no increase in the total Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (ALender) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments become effective under this Section is subject to the following conditions precedent: paragraph unless, (xi) no Default or Event of Default shall be in existence on the effective date of such increase, the conditions set forth in paragraphs (yb) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party (c) of Section 4.01 shall be true satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such increase) and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Administrative Agent shall have been true received a certificate to that effect dated such date and correct in all material respects (except in executed by a Financial Officer of the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunderBorrower, and (zii) the Administrative Agent shall have received (with sufficient copies for each of the following, in form Lenders) documents consistent with those delivered on the Closing Date under clauses (a) and substance satisfactory (c) of Section 4.02 as to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary corporate power and authority of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member and other necessary action taken by each Guarantor authorizing the guaranty of borrow hereunder after giving effect to such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.15., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Samples: Credit Agreement (Popular Inc)
