Increase in Revolving Facility. The Borrowers may, at any time and from time to time, upon prior written notice by the Company to the Administrative Agent, increase the Revolving Facility (but not the Letter of Credit Sublimit or the Swingline Sublimit) with additional Revolving Commitments from any Revolving Lender or new Revolving Commitments from any other Person selected by the Borrowers and acceptable to the Administrative Agent, the Swingline Lender and the L/C Issuer (so long as such Persons are not Affiliates of the Company and would be permitted at such time by Section 11.06(b)(v) to become assignees hereunder); provided, that:
(A) any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof;
(B) no Default or Event of Default shall exist and be continuing at the time of any such increase;
(C) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(1) any new Lender shall join this Agreement by executing such joinder documents as are required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(E) as a condition precedent to such increase, the Company shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article II and Article V and the other Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and e...
Increase in Revolving Facility. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower may from time to time, request an increase in the aggregate amount of Revolving Commitments by an amount (for all such requests) not exceeding $50,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, and (ii) the Borrower prepays the Tranche A Term Loans as set forth in Section 2.21(e)(i) below. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders).
(b) Each Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Percentage of such requested increase. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment.
(c) The Administrative Agent shall notify the Borrower and each Revolving Lender of the Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the Borrower may also invite additional financial institutions that are not Ineligible Institutions to become Revolving Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(d) If the Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Revolving Facility Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolving Lenders of the final allocation of such increase and the Revolving Facility Increase Effective Date.
(e) As a condition precedent to such increase, the Borrower shall:
(i) prepay the Tranche A Term Loans in an aggregate amount such that, after giving effect to such prepayment and such increase, the sum of (A) the aggregate outstanding principal of the Tranche A Term Loans plus (B) the aggregate Revolving Commi...
Increase in Revolving Facility. (i) Upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Company may from time to time after the Closing Date, request an increase in the Revolving Facility by an aggregate amount (for all such requests) not to exceed $500,000,000 (any such increase in the Revolving Facility, an “Incremental Revolving Facility”); provided that (i) any such request for an Incremental Revolving Facility shall be in a minimum amount of $25,000,000, and in increments of $5,000,000 in excess thereof, or, if less, the entire remaining amount available for such Incremental Revolving Facility, and (ii) in no event shall the Aggregate Revolving Commitments under the Revolving Facility (after giving effect to all requested increases therein) exceed $1,000,000,000. Subject to the terms and conditions hereof, the Company may seek commitments from existing Lenders or any other Person that is an Eligible Assignee who shall become a Revolving Lender in connection therewith. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Lenders).
Increase in Revolving Facility. 2.3.1 The Borrower may, on one or more occasions during the portion of the Term of the Revolving Facility commencing on the Ninth Amendment Closing Date and terminating April 6, 2009, by written notice to the Agent (an “Increase Notice”), elect to request an increase to the existing Commitments (any such increase, the “New Lender Commitments”), by adding one or more Lenders (each, a “New Lender”) or having an existing Lender increase its Commitment (an “Increased Commitment”) in accordance with the provisions of this Section.
2.3.2 The aggregate amount of any such New Lender Commitments and Increased Commitments shall not exceed $75,000,000 and shall not be less than $25,000,000 per New Lender (or such lesser amount as may be approved by the Agent). Such Increase Notice shall specify (a) the date (the “Increased Amount Date”) on which the Borrower proposes that the New Lender Commitments and/or Increased Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Agent, (b) the amount of the increase in the Revolving Facility, (c) the identity of each New Lender, and/or of each existing Lender that is prepared to provide an Increased Commitment, and
Increase in Revolving Facility. 61 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY ..................................
Increase in Revolving Facility. (a) The Borrower may at its sole expense and effort and after consulting with the Administrative Agent, request: (i) one or more Lenders acceptable to the Administrative Agent to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Revolving Commitments, and/or (ii) one or more other lending institutions acceptable to the Administrative Agent (each, a “New Revolving Lender”) to become “Revolving Lenders” and extend Revolving Commitments hereunder (each such existing Lender and each New Revolving Lender being referred to as a “Proposed Revolving Lender”). To request an increase pursuant to this Section 2.16 (the “Revolving Facility Increase”), the Borrower shall submit to the Administrative Agent a written increase request signed by the Borrower and in form approved by the Administrative Agent (the “Revolving Increase Request”), which shall specify, as the case may be: (A) each such existing Lender and the amount of the proposed increase to its Revolving Commitment, or (B) the proposed Revolving Commitment for each New Revolving
Increase in Revolving Facility. If no Conditional Default or Event of Default shall have occurred and be continuing at such time, the Borrower may request, if it so elects, an increase in the aggregate principal amount of Revolving Facility by making a written request to Agent that the aggregate principal amount of Revolving Facility be increased; provided that (i) the aggregate principal amount shall at no time exceed Seventy Million Dollars ($70,000,000), (ii) the Agent shall have approved such increase in writing, and (iii) any Lender increasing its Commitment, as appropriate, shall have received any required customary closing conditions, including, without limitation, the Borrower’s authorizing resolutions and opinions of counsel. Any request received by the Agent from the Borrower to increase the aggregate principal amount of Revolving Facility shall be delivered to each Lender and shall be implemented by one or more existing Lenders agreeing to increase their Commitments; provided that no Lender shall have any obligation to increase its Commitment but each Lender shall have the right to elect to increase its Commitment in its sole discretion pro rata with any Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. An increase in the aggregate principal amount of Revolving Facility and any amendments to this Agreement made solely to evidence such increase shall not require the consent of any Lender not participating in such increase.
Increase in Revolving Facility. [Intentionally deleted]
Increase in Revolving Facility. Section 2.12 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Increase in Revolving Facility. (a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Revolving Facility (each, an “Incremental Increase”) by an aggregate amount (for all such requests) not exceeding $20,000,000 (the “Incremental Availability”); provided that:
(i) any such request for an Incremental Increase shall be in a minimum amount of $5,000,000 and in increments of $5,000,000 in excess thereof, or if less, the entire remaining unused Incremental Increase amount;
(ii) a maximum of three (3) such requests may be made; and
(iii) except as otherwise specifically set forth herein, all of the other terms and conditions applicable to each such Incremental Increase shall be identical to the terms and conditions applicable to the Facility so increased and shall be part of, and not a separate facility from, the then existing Revolving Facility.
(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment.
