Increase of Aggregate Maximum Credit Amounts. (a) Subject to the conditions set forth in Section 2.11(b), the Borrower may, on one or more occasions, increase the Aggregate Maximum Credit Amounts then in effect (any such increase an “Incremental Increase”) by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender and have a Maximum Credit Amount (an “Additional Lender”). (b) Any increase in the Aggregate Maximum Credit Amount shall be subject to the following additional conditions: (i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents; provided that the aggregate amount of Incremental Increases shall not exceed $200,000,000; (ii) as of the effective date of such Incremental Increase, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing immediately after giving effect to such increase and the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such effective date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase such representations and warranties shall be true and correct in all material respects as of such specified earlier date; (iii) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender; (iv) the Administrative Agent and each Issuing Bank must consent to the addition of any Additional Lender, who is not an Affiliate of an existing Lender, in each case, such consent not to be unreasonably withheld or delayed; (v) the maturity date of such increase shall be the same as the Maturity Date; (vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Agreement; (vii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) board resolution and officers’ certificates consistent with those delivered on the Closing Date and (B) reaffirmation agreements and/or such amendments to the Security Instruments as may be reasonably requested by the Administrative Agent in order to ensure that such incremental Indebtedness is provided with the benefit of the applicable Loan Documents; and (viii) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required pursuant to Section 5.02. (c) With the consent of the Lenders providing an Incremental Increase, the Borrower, the Administrative Agent and the Issuing Bank(s) (and without the consent of any other Lenders), the Loan Documents may be amended or supplemented in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) substantially in the form of Exhibit K to reflect any changes necessary to give effect to such Incremental Increase and make any Additional Lender a party to this Agreement.
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Samples: Senior Secured Revolving Credit Agreement (Swift Energy Co), Senior Secured Revolving Credit Agreement (Swift Energy Co)
Increase of Aggregate Maximum Credit Amounts. (a) Subject to the conditions set forth in Section 2.11(b2.10(b), the Borrower may, on one or more occasions, may increase the Aggregate Maximum Credit Amounts then in effect (any such increase an “Incremental Increase”) by increasing the Maximum Credit Amount of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender and have extend a Maximum Credit Amount (an “Additional Lender”).
(b) Any increase in the Aggregate Maximum Credit Amount shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents; provided that the aggregate amount of Incremental Increases shall not exceed $200,000,000;
(ii) as of the effective date of such Incremental Increase, (A) no Default, Default or Event of Default or Borrowing Base Deficiency shall have occurred and be continuing immediately after giving effect to such increase and the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such effective date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase such representations and warranties shall be true and correct in all material respects as of such specified earlier datedate or (B) if any Incremental Increase is being requested in connection with a Permitted Acquisition, no Payment or Bankruptcy Event of Default shall have occurred and be continuing immediately after giving effect to such increase and the Specified Representations shall be true and correct in all material respects;
(iii) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender;
(iv) the Administrative Agent and each Issuing Bank must consent to the addition of any Additional Lender, who is not an Affiliate of an existing Lender or who is an Affiliate of a Defaulting Lender, in each case, such consent not to be unreasonably withheld or delayed;
(v) the maturity date of such increase shall be the same as the Maturity Date;
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the AgreementFacility (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable Margin of the Facility may be increased in connection with such Incremental Increase at the election of the Borrower);
(vii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) board resolution and officers’ certificates consistent with those delivered on the Closing Date and (B) reaffirmation agreements and/or such amendments amendments, if applicable, to the Security Instruments as may be reasonably requested by the Administrative Agent in order to ensure that such incremental Indebtedness Incremental Increase is provided with the benefit of the applicable Loan Documents; and;
(viii) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period Borrower may seek commitments in respect of such Eurodollar Borrowings unless an Incremental Increase, in its sole discretion, from either existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from additional banks, financial institutions or other institutional lenders or investors who will become Lenders hereunder; and For the Borrower pays compensation required pursuant avoidance of doubt, extensions of credit made hereunder, after giving effect to Section 5.02any Incremental Increase, shall be subject to the Borrowing Base.
(c) With the consent of the Lenders providing an Incremental Increase, the Borrower, Borrower and the Administrative Agent and the Issuing Bank(s) (and without the consent of any other Lenders), the Loan Documents may this Agreement shall be amended or supplemented in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) substantially in the form of Exhibit K to reflect any changes necessary to give effect to such Incremental Increase and make any Additional Lender a party to this Agreement (any such writing, an “Incremental Agreement”).
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Samples: Credit Agreement (Forest Oil Corp)
Increase of Aggregate Maximum Credit Amounts. (a) Subject to the conditions set forth in Section 2.11(b), the Borrower may, on one or more occasions, increase the Aggregate Maximum Credit Amounts then in effect (any such increase an “Incremental Increase”) by increasing the Maximum Credit Amount of a Lender or by causing a Person that at such time is not a Lender to become a Lender and have a Maximum Credit Amount (an “Additional Lender”).
(b) Any increase in the Aggregate Maximum Credit Amount shall be subject to the following additional conditions:
(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent otherwise consents; provided that the aggregate amount of Incremental Increases shall not exceed $200,000,000;
(ii) as of the effective date of such Incremental Increase, If no Default, Event of Default or Borrowing Base Deficiency Material Adverse Effect shall have occurred and be continuing immediately continuing, the Borrower may at any time during the Availability Period request one or more increases of the Aggregate Maximum Commitment Amounts by notice to the Administrative Agent in writing of the amount of such proposed increase (an “Increase Notice”); provided, however, that (i) the Maximum Credit Amount of any Lender may not be increased without such Lender’s consent, (ii) the minimum amount of any such increase shall be $5,000,000 and (iii) the amount of the Aggregate Maximum Credit Amounts, after giving effect to any such increase and increase, shall not exceed $325,000,000.
(ii) Following any Increase Notice, the representations and warranties Borrower may, in its sole discretion, but with the consent of the Borrower and Administrative Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the Guarantors set forth opportunity to participate in this Agreement all or a portion of the increased Aggregate Maximum Credit Amounts pursuant to paragraph (iii) or (iv) below, as applicable, by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of such notice from the other Loan Documents Borrower of its desire to offer such unsubscribed Aggregate Maximum Credit Amounts to certain existing Lenders, to the additional banks or financial institutions identified therein or to such existing Lenders, additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall be true and correct notify such proposed lenders of the opportunity to participate in all material respects on and as or a portion of such unsubscribed portion of the date of such effective date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase such representations and warranties shall be true and correct in all material respects as of such specified earlier date;Aggregate Maximum Credit Amounts.
(iii) no LenderAny additional bank or financial institution that the Borrower selects to offer a participation and that agrees to participate in the increased Aggregate Maximum Credit Amounts shall notify the Administrative Agent of its agreement to participate in the increased Aggregate Maximum Credit Amounts within five (5) Business Days of the date the Administrative Agent’s notice described above in paragraph (ii) above is sent and shall execute and deliver to the Administrative Agent a New Lender Agreement setting forth its Maximum Credit Amount may be increased without and, upon the consent effectiveness of such New Lender Agreement, such bank or financial institution (a “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 and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and Annex 1 and the definition of Aggregate Maximum Credit Amounts in Section 1.01 shall be deemed amended to increase the Aggregate Maximum Credit Amounts by the Maximum Credit Amount of such New Lender; provided that the Maximum Credit Amount of any New Lender shall be in an amount not less than $5,000,000.
(iv) Any Lender that accepts an offer to it by the Administrative Agent and each Issuing Bank must consent Borrower to the addition of any Additional Lender, who is not an Affiliate of an existing Lenderincrease its Maximum Credit Amount pursuant to this Section 2.06(c) shall, in each case, execute and deliver to the Administrative Agent a Maximum Credit Amount Increase Agreement, whereupon such consent not Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Maximum Credit Amount as so increased, and Annex 1 and the definition of Aggregate Maximum Credit Amounts in Section 1.01 shall be unreasonably withheld or delayed;deemed to reflect such increase.
(v) the maturity date The effectiveness of such increase any New Lender Agreement or Maximum Credit Amount Increase Agreement shall be the same as the Maturity Date;
(vi) the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Agreement;
(vii) to the extent reasonably requested by the Administrative Agent, contingent upon receipt by the Administrative Agent of (A) board resolution and officers’ certificates consistent with those delivered on the Closing Date and (B) reaffirmation agreements and/or such amendments to the Security Instruments as may be reasonably requested by the Administrative Agent in order to ensure that such incremental Indebtedness is provided with the benefit corporate resolutions of the applicable Loan Documents; and
(viii) on the effective date of Borrower authorizing such increase, no Eurodollar Borrowings in form and substance reasonably satisfactory to the Administrative Agent.
(vi) If any bank or financial institution becomes a New Lender pursuant to paragraph (iii) above or any Lender’s Maximum Credit Amount is increased pursuant to paragraph (iv) above, additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Maximum Credit Amounts to the extent of, and pro rata, based on their respective Commitments), and continuations of Loans outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be on the last day of the Interest Period applicable thereto, or in respect the case of ABR Loans, on the date of such increase, and the making of new Loans of the same Type shall be made pro rata based upon the respective Commitments in effect on and after such Re-Allocation Date.
(vii) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Borrowings unless Loans will be paid thereon to the Borrower pays compensation required pursuant to Section 5.02respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.
(c) With the consent of the Lenders providing an Incremental Increase, the Borrower, the Administrative Agent and the Issuing Bank(s) (and without the consent of any other Lenders), the Loan Documents may be amended or supplemented in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) substantially in the form of Exhibit K to reflect any changes necessary to give effect to such Incremental Increase and make any Additional Lender a party to this Agreement.
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