Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank. (b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 5 contracts
Samples: Credit Agreement (Southwestern Electric Power Co), Credit Agreement (Southwestern Electric Power Co), Credit Agreement (American Electric Power Co Inc)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Eligible Assignees Lenders or other financial institutions (that will become Lenders), in each a “Designated Lender”) case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement, Credit Agreement (Berkshire Hathaway Energy Co)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000600,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 4 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000150,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000750,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 3 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000100,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co), Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 3 contracts
Samples: Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (Southwestern Electric Power Co), Credit Agreement (Southwestern Electric Power Co)
Increase of the Commitments. (a) The Borrower maymay on one or more occasions, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, to increase Agent and executed by the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating Borrower and one or more Eligible Assignees financial institutions (each any such financial institution referred to in this paragraph (a) being called a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), providedwhich may include any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Designated Lenders to be increased, as the case may be); provided that (i) if a Designated Lender is not a Lender, such Designated Lender at no time shall be reasonably acceptable the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least this paragraph (a) exceed $5,000,000; 200,000,000 and (ii) if each Designated Lender is a Lender, such Designated if not already a Lender hereunder, shall (A) be reasonably acceptable subject to the Swingline Bank and each LC Issuing Bank, and allocations approval of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date approval shall not be a Business Dayunreasonably withheld) that either (A) such Designated Lender declines to accept its additional Commitments or and (B) execute all such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by documentation as the Administrative Agent shall be deemed not reasonably specify to have consented evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder. Extensions of new Commitments and increases in existing Commitments pursuant to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following this paragraph (a) shall become effective on the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension representations and warranties of Credit the Borrower set forth in Section 3.02 Article IV of this Agreement (with all references in such Article to a Borrowing or Swing Line Borrowing being deemed to be references to the increase of the Commitments) are true and correct in all material respects as if made on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(cb) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and date, (ii) the Borrower shall prepay the to certain Lenders such amount of any Advances as may be then outstanding Borrowings (if anywithout regard to minimum prepayment amounts pursuant to Section 2.12, but including any additional amounts required pursuant to Section 2.13) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, as are necessary so that, after giving effect theretoto such prepayments and any borrowings on such date of all or any portion of such Commitment increase, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments principal balance of all outstanding Advances owing to each Lender is equivalent to each such Lender’s Pro Rata Percentage (after giving effect to such any nonratable Commitment increase)increase in the Commitment resulting from a Commitment increase pursuant to this Section 2.05) of all then outstanding Advances. Prepayments made under this clause (cb)(ii) shall not be subject to the notice requirements of Section 2.142.12.
(dc) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(iib)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Capital Corp.)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000750,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) reasonably acceptable to the Administrative Agent that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentLenders. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.06, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.142.13.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (American Electric Power Co Inc), Credit Agreement (American Electric Power Co Inc)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Eligible Assignees Lenders or other financial institutions (that will become Lenders), in each a “Designated Lender”) case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower's request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s 's Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Energy Holdings Co /New/), Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The After the Closing Date, the Borrower maymay on one or more occasions, from time by written notice to timethe Administrative Agent and executed by the Borrower and one or more financial institutions (any such financial institution referred to in this paragraph (a) being called a “Designated Lender”), which may include, in the Borrower’s sole discretion, any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (a) exceed $500,000,000, (ii) each such requested increase shall be in a minimum principal amount of $50,000,000, (iii) each Designated Lender shall (A) be subject to the approval of the Administrative Agent, each LC Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) and (B) if not an existing Lender, execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder, and (iv) immediately prior to and immediately after giving effect to such proposed increase, no Default or Event of Default has shall have occurred and is be continuing, request by notice . Extensions of new Commitments and increases in existing Commitments pursuant to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount this paragraph (for all such increasesa) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based become effective on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension representations and warranties of Credit the Borrower set forth in Section 3.02 Article IV (other than the representations and warranties set forth in Sections 4.04 and 4.05(b)) (with all references in such Article to a Borrowing or Swing Line Borrowing being deemed to be references to the increase of the Commitments) are true and correct in all material respects as if made on and as of such effective date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such earlier date), (ii) evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and (iii) if requested by a favorable opinion Designated Lender, such opinions of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), with respect to the increase in the Commitments as to such matters as any Lender through the Administrative Agent may reasonably request. Any Lender or any other financial institution offered or approached to provide all or a portion of any increase in the Commitment pursuant to this paragraph (a) may elect or decline, in its sole discretion, to provide such Commitment.
(b) The Outstanding Credits will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Pro Rata Shares (and, with respect to any outstanding Advances, the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 2.13 in connection with such reallocation as if such reallocation were a repayment). Prepayments made under this paragraph (b) shall not be subject to the notice or minimum amount requirements of Section 2.12.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14date.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Works Company, Inc.)
Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to propose an increase in the total Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees hereunder (each such proposed increase being a “Designated Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) that agree 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 approval of the Administrative Agent (not to accept all 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 a portion of Assuming Lender, and the date on which such additional Commitments Commitment Increase is to be effective (the “Proposed Increased CommitmentCommitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Maturity Date), provided, that ; provided that:
(i) if a Designated Lender is not a the minimum amount of the increase of the Commitment of any Increasing Lender, such Designated Lender and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be reasonably acceptable in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $750,000,000;
(iii) no Potential Event of Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(iv) the representations and warranties of the Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the relevant Commitment Increase Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date 9:00 a.m. (New York City time) on such Commitment Increase Date, of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this Section 2.9 have been satisfied and (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, dated as of the pursuant to which, effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation)and acknowledged by the Administrative Agent, together with such evidence and other related documents as to such matters as any Lender through the Administrative Agent may reasonably request.
request with respect to the Borrower’s authorization of such Commitment Increase and its obligation hereunder. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (cB) Promptly following above, together with the effective date of any Commitment increase pursuant certificate referred to this Section 2.07in clause (A) above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date the Borrower shall (i) prepay in full the outstanding Borrowings Loans (if any) held by the Lenders immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.2.6C.”
Appears in 2 contracts
Samples: Credit Agreement (Fortis Benefits Insurance Co), Credit Agreement (First Fortis Life Insurance Co)
Increase of the Commitments. (a) The After the Closing Date, the Borrower maymay on one or more occasions, from time by written notice to timethe Administrative Agent and executed by the Borrower and one or more financial institutions (any such financial institution referred to in this paragraph (a) being called a “Designated Lender”), which may include, in the Borrower’s sole discretion, any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (a) exceed $250,000,000, (ii) each such requested increase shall be in a minimum principal amount of $50,000,000, (iii) each Designated Lender shall (A) be subject to the approval of the Administrative Agent, each LC Issuing Bank and each Swing Line Bank (which approval shall not be unreasonably withheld or delayed) and (B) if not an existing Lender, execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder, and (iv) immediately prior to and immediately after giving effect to such proposed increase, no Default or Event of Default has shall have occurred and is be continuing, request by notice . Extensions of new Commitments and increases in existing Commitments pursuant to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount this paragraph (for all such increasesa) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based become effective on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension representations and warranties of Credit the Borrower set forth in Section 3.02 Article IV of this Agreement (other than the representations and warranties set forth in Sections 4.04 and 4.05(b)) (with all references in such Article to a Borrowing or Swing Line Borrowing being deemed to be references to the increase of the Commitments) are true and correct in all material respects as if made on and as of such effective date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such earlier date), (ii) evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and (iii) if requested by a favorable opinion Designated Lender, such opinions of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), with respect to the increase in the Commitments as to such matters as any Lender through the Administrative Agent may reasonably request. Any Lender or any other financial institution offered or approached to provide all or a portion of any increase in the Commitment pursuant to this paragraph (a) may elect or decline, in its sole discretion, to provide such Commitment.
(b) The Outstanding Credits will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Pro Rata Shares (and, with respect to any outstanding Advances, the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 2.13 in connection with such reallocation as if such reallocation were a repayment). Prepayments made under this paragraph (b) shall not be subject to the notice or minimum amount requirements of Section 2.12.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14date.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Works Company, Inc.)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000600,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (Midamerican Energy Co)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000300,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (Pacificorp /Or/), Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) increases to occur after the Closing Date of $500,000,000250,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (ix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (iiy) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000150,000,000, by designating one or more Eligible Assignees Lenders or other financial institutions (that will become Lenders), in each a “Designated Lender”) case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Nevada Power Co)
Increase of the Commitments. (a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased by an amount not exceeding $200,000,000 at the request of the Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to time as follows: (i) the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating Borrower shall designate one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably financial institutions acceptable to the Administrative AgentAgent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Bank and each LC Issuing Bank, and amount of such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; increase and (ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”), and subject to the execution and delivery to the Administrative Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if Designated such Assuming Lender is was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Designated Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Letters of Credit and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Letters of Credit and Reimbursement Obligations shall be reasonably acceptable held by the Lenders ratably in proportion to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders their respective Pro Rata Shares (determined after giving effect to such designations). In no event shall any Lender be based on the ratio of each existing required to become an Assuming Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Borrower shall furnish to the Agent, each in form and substance satisfactory to the Agent shall promptly notify and to the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent extent required by the title insurance company: (i) evidence that any amendment to the Mortgages to reflect the increase in Commitments pursuant to the Lender Addenda shall have been made, within 30 days after the date specified by of such increase in Commitments and (ii) evidence satisfactory to the Administrative Agent (which that date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments down endorsements or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior the functional equivalent thereof, current to the date specified by of the Administrative recording of the amendments to the Mortgages that reflect the increase in Commitments pursuant to the Lender Addenda, are issued in connection with each of the existing Mortgage Policies issued, within 60 days after the date of such increase in Commitments; provided that the Agent shall be deemed not able to have consented to accept grant extensions in its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following sole discretion for the date specified in down endorsements or functional equivalent thereof for the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. Mortgages identified on Schedule I. The Borrower shall deliver (i) a certificate signed by a duly authorized officer failure of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth furnish any document in Section 3.02 are true and correct on and as of such effective date clauses (i) and (ii) above within the time frames noted above shall constitute a favorable opinion of counsel for Default under the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as Credit Agreement and any Lender through the Administrative Agent may reasonably requestother Loan Document.
(c) Promptly following Each increase in the effective date of any Aggregate Facility LC Commitment increase pursuant to this Section 2.07, (i2.21(a) shall automatically and simultaneously increase the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Aggregate Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14same amount.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.”
Appears in 1 contract
Samples: Credit Agreement (Shaw Group Inc)
Increase of the Commitments. (a) The Borrower mayCompany, from with the consent of the Agent, may at any time to timearrange an increase in the aggregate amount of the Aggregate Commitment and the "Aggregate Commitment" as defined in the Facility A Credit Agreement (a "Commitment Increase"), provided effective on a Business Day (an "Increase Date") as separately agreed between the Company and each Increasing Bank (as defined below) and each Assuming Bank by an earlier date at least three days before the intended Increase Date (a "Commitment Date"); provided, however, that (A) in no event shall the Aggregate Commitment at any time exceed $60,000,000, (B) each such increase shall be simultaneous with an equal percentage increase in the "Aggregate Commitment" as defined in the Facility A Credit Agreement, and (C) no Default shall exist on such Increase Date. Such Commitment Increase may be achieved through the increase of the Commitments of one or Event more of Default has occurred and the Banks (each such Bank that is continuing, request by notice to the Administrative Agent, willing to increase its Commitment hereunder being an "Increasing Bank") or the Commitments in minimum increments addition of one or more other Eligible Assignees as Assuming Banks and as parties to this Agreement; provided, however, that (1) the Commitment of each Assuming Bank, when combined with such Assuming Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $10,000,000, up to a maximum (2) the increase aggregate amount (for all in the existing Commitment of each Increasing Bank, when combined with the increase in such increases) Increasing Bank's "Commitment" under the Facility A Credit Agreement, shall be an integral multiple of $500,000,00010,000,000, by designating one and (3) after giving effect to the Commitment Increase, each Bank (including the Assuming Banks and the Increasing Banks) shall have the same percentage of the Aggregate Commitment as it holds in the "Aggregate Commitment" as defined in the Facility A Credit Agreement.
(b) If, on or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (before the “Proposed Increased Commitment”)Commitment Date, provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable each Assuming Bank has delivered to the Administrative Agent an Assumption Agreement in form and substance reasonably satisfactory to the Agent, the Swingline duly executed by such Assuming Bank and each LC Issuing Bankthe Company, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000effective upon the Increase Date; and (ii) if Designated Lender is a Lender, such Designated Lender each Increasing Bank shall be reasonably acceptable have delivered to the Swingline Agent (A) its existing Note and (B) confirmation in writing satisfactory to the Agent as to its increased Commitment effective upon the Increase Date, then the Agent shall notify the Banks (including any Assuming Banks) and the Company of such Commitment Increase and the applicable Increase Date. Each Increasing Bank and each LC Issuing Assuming Bank shall, before 11:00 a.m. (San Francisco time) on the applicable Increase Date, make available to the Agent in immediately available funds, in the case of such Assuming Bank, and allocations an amount equal to such Assuming Bank's Pro Rata Share of the Proposed Increased Syndicated Loans then outstanding (calculated based on its Commitment among Designated Lenders as a percentage of the Aggregate Commitment after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Bank, an amount equal to the excess of (i) such Increasing Bank's Pro Rata Share of the Syndicated Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitment after giving effect to the relevant Commitment Increase) over (ii) such Increasing Bank's Pro Rata Share of the Syndicated Loans then outstanding (calculated based on its Commitment without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Agent's receipt of such funds from each Increasing Bank and each Assuming Bank, the Agent will promptly thereafter cause to be distributed like funds to the other Banks an amount such that the aggregate amount of the outstanding Syndicated Loans owing to each Bank after giving effect to such distribution equals such Bank's Pro Rata Share of the Syndicated Loans then outstanding (calculated based on its Commitment as a percentage of the Aggregate Commitments after giving effect to the Commitment Increase). To the extent there are Lenders outstanding Offshore Rate Loans with Interest Periods ending after the Increase Date, such Offshore Rate Loans shall be based converted in full to Base Rate Syndicated Loans or new Offshore Rate Loans on the ratio Increase Date. The Company shall be liable for any amounts owing under Section 3.4 on account of the prepayment or conversion of Offshore Rate Loans required by the two immediately preceding sentences. Promptly after the Company receives a request from the Agent, the Company shall execute and deliver to the Agent Notes payable to the order of each existing Lender’s Proposed Increased CommitmentAssuming Bank, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Increasing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitmentsapplicable Increase Date, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an principal amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (Bank's Commitment after giving effect to the relevant Commitment Increase. The Agent, upon receipt of such Commitment increase). Prepayments made under this clause (c) Notes, shall not be subject promptly deliver such Notes to the notice requirements of Section 2.14respective Assuming Banks and Increasing Banks.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Facility B Credit Agreement (Crown Pacific Partners L P)
Increase of the Commitments. Section 2.21(a) of the Credit Agreement shall be amended to read as follows:
(a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased by an amount measured from the Amendment No. 4 Effective Date not to exceed the difference of (x) $250,000,000 minus (y) the aggregate amount of all Supplemental Credit Facilities permitted by Section 6.11(p), at the request of the Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to time as follows: (i) the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating Borrower shall designate one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably financial institutions acceptable to the Administrative AgentAgent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Bank and each LC Issuing Bank, and amount of such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; increase and (ii) if Designated Lender is a Lenderon the date that such increase becomes effective, such Designated Lender Revolving Credit Loans shall be reasonably acceptable repaid and/or borrowed to the Swingline Bank and extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each LC Issuing Bankfinancial institution being so designated being referred to herein as an “Assuming Lender”), and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, subject to the aggregate of all Proposed Increased Commitments. The Borrower may elect execution and delivery to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by Borrower and such Assuming Lender of documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (which date x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Letters of Credit and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Letters of Credit and Reimbursement Obligations shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders ratably in accordance with proportion to their respective Commitments Pro Rata Shares (determined after giving effect to such Commitment increasedesignations). Prepayments made under this clause (c) In no event shall not any Lender be subject required to the notice requirements of Section 2.14become an Assuming Lender.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.”
Appears in 1 contract
Samples: Credit Agreement (Shaw Group Inc)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Eligible Assignees Lenders or other financial institutions (that will become Lenders), in each a “Designated Lender”) case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(iic) (ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (ai) The Borrower Entergy may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative AgentAgent (an "Increase Notice") substantially in the form of Schedule 2.05(b) hereto, request that the aggregate Commitments be increased up to increase the Commitments in minimum increments amount specified therein, which shall be an integral multiple of $10,000,000, up to a maximum increase aggregate amount (for all 5,000,000 and shall not be greater than $300,000,000 effective on the date specified in such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments Increase Notice (the “Proposed Increased Commitment”"Increase Date"), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender which shall be reasonably acceptable a Business Day occurring not less than 25 (unless otherwise agreed to in writing by the Administrative Lenders and the Agent, ) nor more than 30 days after the Swingline Bank and each LC Issuing Bankdate on which the Increase Notice shall have been given, and such Designated Lender’s Proposed Increased Commitment notice shall specify the requested amount by which the aggregate amount of the Commitments is to increase, the names of any new proposed lenders hereunder and the amount of their proposed Commitments and, if the amount by which the aggregate amount of the Commitments is requested to be at least $5,000,000; and (ii) if Designated Lender is a Lenderincreased shall exceed the aggregate amount of the Commitments of such new proposed lenders, the amount by which the Commitments of the existing Lenders are requested to be increased. Promptly upon receipt of such Designated Increase Notice from Entergy, the Agent shall notify the Lenders of the contents thereof. If applicable, each Lender shall be reasonably acceptable provide written notice to the Swingline Bank and each LC Issuing BankAgent, and allocations no later than 21 days after the date on which the Increase Notice shall have been given to the Agent, of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitmentamount, if any, by which such Lender agrees to increase its Commitment. Promptly upon receipt of such notice from any Lender the aggregate Agent shall notify Entergy of the contents thereof. Upon the effectiveness of the increase in Commitments pursuant to clause (ii) below, each of the new lenders shall execute and deliver a counterpart of this Agreement, this Agreement shall be amended by the Borrowers and the Agent to reflect the increase, if any, in the Commitment of any existing Lender and the identity and Commitments of such new lenders and such new lenders shall be and become Lenders hereunder for all Proposed Increased Commitmentspurposes hereof and of the Loan Documents. The Borrower may elect to remove or replace In connection with any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable the Borrowers shall execute and deliver new Notes to appropriately reflect such new Commitments and the Lenders (including such new lenders) shall effect such purchases and sales among themselves of portions of the outstanding Loans as shall be necessary to reflect such Commitments, as specified by the Agent, and, in connection with such purchases and sales, the applicable Borrower shall pay to each affected Lender an amount equal to the Administrative Agentamount such Borrower would have had to pay pursuant to Section 9.04(b) if such Loans, the Swingline Bank and each LC Issuing Bankor portions thereof, were prepaid on such Increase Date.
(bii) The Administrative Agent An increase in Commitments shall promptly notify become effective on the Designated Lenders Increase Date so long as each of the Proposed Increased Commitment. Each Designated Lender following conditions shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct been fulfilled on and as of such effective date date: (A) the Agent shall have consented (such consent not to be unreasonably withheld) to any such new lenders and to such increases in Commitments, (iiB) a favorable opinion the Agent shall have received opinions of counsel for to the Borrower Borrowers in form and substance satisfactory to the Agent, (which may be C) lenders who agree to become Lenders hereunder shall have provided Commitments, together with the increased Commitments of Lenders who shall have agreed to an attorney increase of American Electric Power Service Corporation)their Commitments, as in an aggregate amount equal to such matters as any Lender through the Administrative Agent may reasonably request.
amount of the requested increase in the aggregate amount of the Commitments set forth in the Increase Notice, (cD) Promptly following the effective date conditions to the making of any Commitment increase pursuant to this Section 2.07, Loans set forth in clause (i) the Administrative Agent of Section 3.02 shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments fulfilled on and each Lender’s Commitment Percentage as of such effective date Increase Date as if Loans were made thereon and (iiE) the Borrower Agent shall prepay the outstanding Borrowings (if any) have received such other instruments and documents, in fullform and substance satisfactory to it, and as it shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14have reasonably requested.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments.
(a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement
Increase of the Commitments. (a) The Borrower may, Representative may from time to timetime after the Closing Date, provided upon at least 30 days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $130,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”) as determined by and with the approval of the Agent; provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender.
(b) If the Lenders do not commit to make the entire Incremental Revolving Loan Commitments pursuant to Section 1.18(a), the Borrower Representative may designate a Qualified Assignee (which may be, but need not be, one or more of the existing Lenders), provided, however, that if such Person is not an existing Lender, such Person must join this Agreement as a Lender (an “Additional Revolving Lender”).
(c) In the event that the Borrower Representative desires to obtain Incremental Revolving Loan Commitments, the Agent, the Credit Parties and the Additional Revolving Lenders shall enter into an amendment to this Agreement to provide for such Incremental Revolving Loan Commitments (and an amendment to Annex J to reflect the resulting Revolving Loan Commitments of the Lenders), which amendment shall provide for the issuance of promissory notes to evidence the Revolving Credit Advances made pursuant to the Incremental Revolving Loan Commitments if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.18 and of the other provisions of this Agreement. No consent of any Lender not providing Incremental Revolving Loan Commitments is required to permit the Incremental Revolving Loan Commitments contemplated by and otherwise complying with this Section 1.18 or the aforesaid amendment to effectuate the Incremental Revolving Loan Commitments. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 11.2.
(d) The increase of the Incremental Revolving Loan Commitments will be subject to the satisfaction of the following conditions precedent: (i) after giving pro forma effect to all Revolving Loans that could be incurred under Incremental Revolving Loan Commitments, no Default or Event of Default has shall have occurred and is continuingbe continuing and Borrower would be in compliance with the Financial Covenants, request (ii) execution of the amendment hereto referenced in clause (c) above by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Lenders providing the Incremental Revolving Loan Commitments and the Credit Parties, (iii) delivery to Agent of a certificate of the Secretary or an Assistant Secretary of each LC Issuing BankCredit Party, in form and substance satisfactory to Agent, certifying the resolutions of such Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolving Loan Commitments (if not previously delivered to Agent), and certifying that none of the organizational documents of such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable Credit Party delivered to the Swingline Bank and each LC Issuing BankAgent prior thereto have been modified or altered in any way (or if modifications have occurred, and allocations certifying new copies of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio such organizational documents), (iv) delivery to Agent of each existing Lender’s Proposed Increased Commitment, if any, an opinion of counsel to the aggregate Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to Agent and Lenders providing the Incremental Revolving Loan Commitments and covering such matters as the Agent may reasonably request, (v) the payment in full by the Credit Parties of all Proposed Increased Commitments. The Borrower may elect Revolving Credit Advances to remove or replace any such designated Eligible Assignee at any time the Lenders holding same in accordance with the Revolving Loan Commitments in effect immediately prior to the effective date increase contemplated by this Section 1.18 and the re-borrowing of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable Revolving Credit Advances by the Lenders in accordance with their Revolving Loan Commitments giving effect to the Administrative Agentincrease contemplated by this Section 1.18, the Swingline Bank and (vi) each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) acknowledge that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all Pro Rata Share of the Designated Lenders or following the date specified participations in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders Letters of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated Credit that are outstanding as of the effective date time of the increase in the Revolving Loan Commitments pursuant to this Section 1.18 shall be in accordance with Revolving Loan Commitments giving effect to the increase to the Revolving Loan Commitments under this Section 1.18 and (vii) receipt by Agent of such additional Commitmentsnew Notes, stating reaffirmations of guaranties, security agreements and pledge agreements as Agent may reasonably request, together with amendments to all mortgages reflecting that all conditions precedent to an Extension the Revolving Loans and Letters of Credit set forth in Section 3.02 extended pursuant to the Incremental Revolving Loan Commitments are true secured pari passu with the Revolving Loan and correct on and such endorsements to title policies or additional title searches as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(de) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase contemplated by this Section 1.18, and the repayment and making of any Revolving Credit Advances on such date pursuant to clause (c)(iid)(v) above, all calculations and payments of fees and of interest on the Revolving Credit Advances shall take into account the actual Revolving Loan Commitment of each Lender and the principal amount outstanding of each Revolving Credit Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative AgentAgent and the Lenders, request that the Commitments be increased up to an amount not to exceed $100,000,000 in the aggregate (the "Requested Commitment Amount") on a pro rata basis based on the Pro Rata Shares of the Lenders. No Lender (or any successor thereto) shall have any obligation to increase its Commitment or its other obligations under this Agreement and the Commitments other Credit Documents, and any decision by a Lender to increase its Commitment shall be made in minimum increments its sole discretion independently from any other Lender, the Agent or the Co-Agent. Within fifteen (15) Business Days from each Lender's receipt of $10,000,000such request from the Borrower, each Lender shall notify the Agent in writing of whether or not it will agree to increase its Commitment and by what amount it will agree to increase its Commitment, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations its Pro Rata Share of the Proposed Increased Requested Commitment among Designated Lenders that are Lenders Amount. Decisions to increase a Commitment must be affirmatively communicated in writing and shall not be presumed based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, upon a failure to the aggregate of all Proposed Increased Commitments. The Borrower may elect respond to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing BankBorrower's request.
(b) The Administrative In the event that the aggregate amount to which the Lenders are willing to increase their Commitments is less than the Requested Commitment Amount based on the written notices delivered by the Lenders to the Agent, the Agent shall first offer to the Lenders who have agreed to increase their Commitments the opportunity to further increase their Commitments up to an amount equal to the Requested Commitment Amount. Such Lenders shall promptly notify respond in writing to the Designated Lenders Agent of the Proposed Increased whether or not it will agree to further increase its Commitment and by what amount it will agree to further increase its Commitment. Each Designated Lender shall notify Within five (5) Business Days after receipt of all responses from such Lenders, the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify inform the Borrower and the all Lenders in writing of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed amount by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any each Lender through the Administrative Agent may reasonably requestwill increase its Commitment.
(c) Promptly following In the effective date event that the aggregate amount to which the Lenders are willing to increase their Commitments is less than the Requested Commitment Amount based on the notice from the Agent to the Borrower and all Lenders, the Borrower shall have the right, within sixty days (60) after receipt of any such notice from the Agent, to obtain commitments from one or more new banks or financial institutions in an aggregate amount such that the existing Commitments, plus the aggregate principal amount by which the Lenders are willing to increase their Commitments, plus the aggregate principal amount of the new commitments by the new banks or financial institutions does not exceed the Requested Commitment increase pursuant to this Section 2.07Amount; provided, however, that (i1) the Administrative new banks or financial institutions must be acceptable to the Agent shall distribute an amended Schedule I and Required Lenders in their sole discretion, which acceptance will not be unreasonably withheld or delayed, and (2) the new banks or financial institutions must become parties to this Agreement (which shall thereafter be incorporated into this Agreement) pursuant to reflect any changes a joinder agreement in form and substance satisfactory to the Agent and the Required Lenders, pursuant to which (x) they shall be granted all of the Commitments rights that existing Lenders have under this Agreement and each Lender’s Commitment Percentage as of such effective date the other Credit Documents, (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement and (iiz) the Borrower existing Lenders and such new banks or financial institutions shall prepay agree to either purchase or sell outstanding Advances, as the case may be such that each Lender (existing and new) shall have outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder Advances in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements its Pro Rate Share of Section 2.14all Advances then outstanding.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000650,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(ba) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(cb) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(dc) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) increases to occur after the Closing Date of $500,000,000250,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (ix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (iiy) if a Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and andthe allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.Section
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) increases to occur after the Restatement Effective Date of $500,000,0001,000,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (ix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing BankBank and the Swingline Lender, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (iiy) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing BankBank and the Swingline Lender, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing BankBank and the Swingline Lender.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I II to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Increase of the Commitments.
(a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Eligible Assignees Lenders or other financial institutions (that will become Lenders), in each a “Designated Lender”) case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement
Increase of the Commitments. (a) The Borrower may, Representative may from time to timetime after the Closing Date, provided upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $150,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”); provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender.
(b) If the Lenders do not commit to make the entire Incremental Revolving Loan Commitments pursuant to Section 1.18(a), the Borrower Representative may designate a Qualified Assignee (which may be, but need not be, one or more of the existing Lenders), provided, however, that if such Person is not an existing Lender, such Person must join this Agreement as a Lender (an “Additional Revolving Lender”).
(c) In the event that the Borrower Representative desires to obtain Incremental Revolving Loan Commitments, the Agent, the Credit Parties and the Additional Revolving Lenders shall enter into an amendment to this Agreement to provide for such Incremental Revolving Loan Commitments (and an amendment to Annex J to reflect the resulting Revolving Loan Commitments of the Lenders), which amendment shall provide for the issuance of promissory notes to evidence the Revolving Credit Advances made pursuant to the Incremental Revolving Loan Commitments if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and Borrower Representative and consistent with the terms of this Section 1.18 and of the other provisions of this Agreement. No consent of any Lender not providing Incremental Revolving Loan Commitments is required to permit the Incremental Revolving Loan Commitments contemplated by and otherwise complying with this Section 1.18 or the aforesaid amendment to effectuate the Incremental Revolving Loan Commitments. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 11.2.
(d) The increase of the Incremental Revolving Loan Commitments will be subject to the satisfaction of the following conditions precedent: (i) after giving pro forma effect to all Revolving Loans that could be incurred under Incremental Revolving Loan Commitments, no Default or Event of Default has shall have occurred and is be continuing, request (ii) execution of the amendment hereto referenced in clause (c) above by notice the Agent, the Lenders providing the Incremental Revolving Loan Commitments and the Credit Parties, (iii) delivery to the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Credit Party, in form and substance satisfactory to the Agent, to increase certifying the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion resolutions of such additional Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolving Loan Commitments (if not previously delivered to the “Proposed Increased Commitment”Agent), providedand certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or, if modifications have occurred, certifying new copies of such organizational documents), (iv) delivery to the Agent of an opinion of counsel to the Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to the Agent and the Lenders providing the Incremental Revolving Loan Commitments and covering such matters as the Agent may reasonably request, (v) receipt by the Agent of a certificate from the Borrower Representative certifying that any Revolving Loans under the Incremental Revolving Loan Commitments are permitted under the Senior Unsecured Note Indenture (i) if a Designated Lender is not a Lender, such Designated Lender shall be together with supporting documentation reasonably acceptable to the Administrative Agent) and (vi) receipt by the Agent of such new Notes, reaffirmations of guaranties, security agreements and pledge agreements as the Swingline Bank Agent may reasonably request, together with amendments to all mortgages reflecting that the Revolving Loans and each LC Issuing Bank, Letters of Credit extended pursuant to the Incremental Revolving Loan Commitments are secured pari passu with the Revolving Loan and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable endorsements to title policies or additional title searches as the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(ce) Promptly following Following the effective date effectiveness of any Commitment increase pursuant to this Section 2.07amendment implementing Incremental Revolving Loan Commitments, (i) the Administrative Agent is authorized to re-allocate outstanding amounts of the Revolving Credit Advances by requiring any Lender to provide funds pursuant to (but not in excess of, together with such Lender’s share, if any, of the Revolving Loan) such Lender’s Revolving Loan Commitment (including any Incremental Revolving Loan Commitment of such Lender), which funds so provided shall distribute an amended Schedule I be deemed to be Revolving Credit Advances for all purposes of this Agreement (Agreement, and to remit such funds to other Revolving Lenders, which shall thereafter be incorporated into deemed to be repayments of Revolving Credit Advances for all purposes of this Agreement) to reflect , in any changes in Lenderscase, such that the Commitments and each Lender’s Commitment Percentage as amounts of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Revolving Credit Advances of all Lenders in accordance with their respective Commitments (after giving effect to the effectiveness of the applicable amendment under subsection 1.18(c) implementing the Incremental Revolving Loan Commitments and the joinder of the Additional Revolving Lenders to this Agreement) shall be pro rata in accordance with the Revolving Loan Commitments after giving effect to the Incremental Revolving Loan Commitments, and each Revolving Lender agrees to provide such Commitment increasefunds on the Business Day of such request (if such request is made on or prior to noon (Chicago time). Prepayments ) or on the immediately following Business Day (if such request if made after noon (Chicago time)), and the Borrowers consent to the foregoing re-allocations, and (ii) each Lender, at the request of the Agent, shall acknowledge that its Pro Rata Share of participations in Letters of Credit that are outstanding as of the time of the increase in the Revolving Loan Commitments pursuant to this Section 1.18 shall be in accordance with the Revolving Loan Commitments after giving effect to the increase to the Revolving Loan Commitments under this clause Section 1.18, and any Lender failing to respond to a request for such acknowledgement within five (c5) days shall not be subject deemed to the notice requirements of Section 2.14have provided such acknowledgement.
(df) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase contemplated by this Section 1.18, and the repayment and making of any Revolving Credit Advances on such date pursuant to clause (c)(iid)(v) above, all calculations and payments of fees and of interest on the Revolving Credit Advances shall take into account the actual Revolving Loan Commitment of each Lender and the principal amount outstanding of each Revolving Credit Advance made by such Lender during the relevant period of time.
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Increase of the Commitments. (a) The amount of the Aggregate Facility LC Commitment, Aggregate Revolving Loan Commitment and Aggregate Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,950,000,000 minus (y) the Aggregate Facility LC Commitment on the Effective Date minus (z) the aggregate amount of all outstanding Supplemental Indebtedness permitted by Section 6.11(p), at the request of the Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to time as follows: (i) the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating Borrower shall designate one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably financial institutions acceptable to the Administrative AgentAgent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments, Revolving Loan Commitments and Commitments in an aggregate amount equal to the Swingline Bank and each LC Issuing Bank, and amount of such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; increase and (ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”), and subject to the execution and delivery to the Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if Designated such Assuming Lender is was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment, Revolving Loan Commitment and Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment, Revolving Loan Commitment and Commitment held by such Designated Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Facility LCs and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Facility LCs and Reimbursement Obligations shall be reasonably acceptable held by the Lenders ratably in proportion to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders their respective Pro Rata Shares (determined after giving effect to such designations). In no event shall any Lender be based on the ratio of each existing required to become an Assuming Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent Each increase in the Aggregate Facility LC Commitment pursuant to Section 2.21(a) shall promptly notify automatically and simultaneously increase the Designated Lenders of Aggregate Commitment and the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent Aggregate Revolving Loan Commitment by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestsame amount.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Shaw Group Inc)
Increase of the Commitments. (a) The Borrower maySubject to the terms and conditions set forth herein and to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), from time to time, and provided that no Default or Event of Default has occurred then exists, the Borrower shall have the right to cause from time to time an increase in the aggregate Commitments of the Lenders (together with an increase in the Alternative Currency Sublimit, if the Borrower shall so request and is continuingif one or more Alternative Currency Lenders are available to fund such Loans if the Lenders otherwise are unable to fund such Loans) (each, request a “Commitment Increase”) by notice adding to this Agreement one or more commercial banks or other recognized financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative AgentAgent and the Issuing Banks (each, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increasesan “Additional Lender”) of $500,000,000, or by designating allowing one or more Eligible Assignees existing Lenders to increase their respective Commitments (each a each, an “Designated Increasing Revolving Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, ; provided that (i) if a Designated Lender is not a Lenderno Default shall have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Designated Lender Commitment Increase shall be reasonably acceptable to less than $10,000,000, (iii) the Administrative Agentaggregate principal amount of all such Commitment Increases shall not exceed $100,000,000, the Swingline Bank and each LC Issuing Bank, and such Designated (iv) no Lender’s Proposed Increased Commitment shall be at least $5,000,000; increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (iiv) if Designated Lender is a Lenderif, such Designated Lender on the relevant Commitment Increase Effective Date, any Revolving Loans have been funded, each Applicable Borrower shall be reasonably acceptable obligated to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders pay any breakage fees or costs that are Lenders shall be based on payable pursuant to Section 3.5 in connection with the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date reallocation of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bankoutstanding Revolving Loans.
(b) The Borrower shall provide the Administrative Agent with written notice in the form of Exhibit H (a “Notice of Commitment Increase”) of its intention to increase the Commitments pursuant to this Section 4.11. Each such Notice of Commitment Increase shall specify (i) the Class with respect to which such Commitment Increase is proposed; (ii) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which shall be no earlier than ten (10) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (iii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate principal amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), and (iv) the identity of, the amount of the Commitment requested by, and notification information for, each proposed Additional Lender. The Borrower shall give the existing Lenders the first opportunity to provide any increase in the Commitment.
(c) The Administrative Agent shall promptly notify the Designated Lenders and the Additional Lenders promptly following its receipt of the Proposed Increased Commitmenteach Notice of Commitment Increase. Each Designated Lender shall notify the Administrative Agent within the time permitted in the Notice of Commitment Increase whether it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage or Applicable Participation Percentage, as the date specified by case may be, of the requested increase. Each Additional Lender shall notify the Administrative Agent (which date shall be a Business Day) that either (A) within such Designated Lender declines time period of the amount, if any, it agrees to accept its additional Commitments or (B) commit to such Designated Lender consents to accept its additional Commitmentsproposed Commitment Increase. Any Designated Lender or Additional Lender not responding on or prior to the date specified by the Administrative Agent within such time period shall be deemed not to have consented declined to accept increase its additional Commitment or commit to such Commitment Increase, as the case may be. If more than one existing Lender offers to provide an increase in the Commitments, such increase shall be allocated among the offering Lenders according to their Pro Rata Percentages or Applicable Participation Percentages, as the case may be.
(d) The Administrative Agent, in consultation with the Borrower, shall allocate the Commitments among the Lenders and, if the Lenders do not subscribe to the entire amount of the requested Commitment Increase, the Additional Lenders; provided, that no Lender or Additional Lender shall be allocated a Commitment less than $5,000,000.00. The Administrative Agent shallshall notify the Borrower, after receiving the notifications from all each Agent, each Issuing Bank, each Lender and each proposed Additional Lender of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders amount of the results thereof and Commitment of each that has resulted. Such notice shall set forth the effective date and amount of any additional the Commitment Increase, the names of the Additional Lenders and their respective Commitments and the names of the existing Lenders and their respective Commitments. The Notwithstanding anything to the contrary, no Commitment of an existing Lender shall be increased or reduced until all consents under Section 13.17 have been received. To the extent one or more Additional Lenders are required to achieve the full amount of the requested Commitment Increase, each Additional Lender becoming a party hereto shall enter into a Joinder Agreement in substantially the form of Exhibit L to this Agreement (each, a “Joinder Agreement”) with the Borrower, the Issuing Banks and the Administrative Agent and assuming thereby to the extent set forth therein all rights and obligations of a Lender hereunder.
(e) As a condition precedent to such an increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party (in sufficient copies for each Lender and each Additional Lender) signed by an authorized officer of such Loan Party (i) a certificate signed certifying and attaching the resolutions adopted by a duly authorized officer such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower Borrower, certifying that, before and after giving effect to such increase, (A) the Administrative Agent, dated as of representations and warranties contained herein and the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 other Loan Documents are true and correct on in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such effective date earlier date, and (iiB) a favorable opinion no Default or Event of counsel for Default exists. On or about the Borrower date of such increase, all outstanding Loans shall be reallocated among the Lenders (which may be an attorney including any Additional Lenders) in accordance with the Lenders’ respective revised Pro Rata Percentages of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestTotal Commitment.
(cf) Promptly following On each Commitment Increase Effective Date, to the effective date extent that there are Revolving Loans outstanding as of any Commitment increase pursuant to this Section 2.07such date, (i) each Additional Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Additional Lender’s New Funds Amount, which amount, for each such Additional Lender, shall distribute an amended Schedule I constitute Revolving Loans made by such Additional Lender to the applicable Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each Increasing Revolving Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Increasing Revolving Lender’s New Funds Amount, which amount, for each such Increasing Revolving Lender, shall thereafter constitute Revolving Loans made by such Increasing Revolving Lender to the applicable Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the applicable Borrower pursuant to Section 4.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Loans of such Reducing Percentage Lender, provided that the applicable Borrower shall not be incorporated into required to ratably pay any Lenders other than Reducing Percentage Lenders and (iv) the applicable Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 3.5 in connection with the reallocation of any outstanding Revolving Loans.
(g) For purposes of this Agreement) to reflect any changes in LendersSection 4.11 and Exhibit H, the Commitments and each following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of (A) an Additional Lender’s Commitment Percentage or an Increasing Revolving Lender’s increased Commitment, as applicable, represented as a percentage of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, Total Commitment after giving effect theretoto any Commitment Increase, times (B) the Borrowings are held ratably by aggregate principal amount of the Lenders outstanding Revolving Loans immediately prior to giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in accordance with their respective Commitments (the aggregate principal amount of Revolving Loans as a result of borrowings made immediately after giving effect to such Commitment increaseIncrease on such Commitment Increase Effective Date). Prepayments made under this clause ; (cii) “Reducing Percentage Lender” means, immediately prior to giving effect to any Commitment Increase, each then existing Lender that does not increase its Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall not be subject reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date amount by which a Reducing Percentage Lender’s outstanding Revolving Loans decrease as of any Commitment increase and Increase Effective Date (without regard to the making effect of any Advances borrowings made on such date pursuant Commitment Increase Effective Date immediately after giving effect to clause (c)(ii) above, all calculations and payments of fees and of interest the Commitment Increase occurring on the Advances shall take into account the actual such Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease Effective Date).
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increasesincreases of up to (i) of $500,000,000150,000,000 prior to the SPPC Merger Modification Effective Date, and (ii) $250,000,000 on or after the SPPC Merger Modification Effective Date, in each case$300,000,000 by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that
(i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated LenderXxxxxx’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 28 Attachment 2 Page 32 of 116 Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (i) for all such increases) to occur on or prior to the First Amendment Effective Date of $500,000,0001,000,000,000 and (ii) for all such increases to occur after the First Amendment Effective Date of $1,000,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (iix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (iiiiy) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (AEP Texas Inc.)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increasesincreases of up to (i) of $500,000,000150,000,000 prior to the SPPC Merger Modification Effective Date, and (ii) $250,000,000 on or after the SPPC Merger Modification Effective Date, in each case by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to propose an increase in the total Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees hereunder (each such proposed increase being a “Designated Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) that agree to accept all or by adding as a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if Lender with a Designated Lender new Commitment hereunder a Person which is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated an Eligible Assignee at any such time prior to (each an “Assuming Lender”) in each case with the effective date approval of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (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 Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day) that either (A) Day at least three Business Days after delivery of such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or notice and 30 days prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver Maturity Date); provided that:
(i) a certificate signed by a duly authorized officer the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $575,000,000;
(iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase;
(iv) the representations and warranties of the Borrower to contained herein and in the Administrative Agent, dated other Loan Documents shall be true and correct in all material respects on and as of the effective date of such additional Commitments, stating that all conditions precedent relevant Commitment Increase Date to an Extension of Credit set forth in Section 3.02 are true and correct the same extent as though made on and as of such effective date date, except to the extent such representations and (ii) a favorable opinion of counsel for the Borrower (warranties specifically relate to an earlier date, in which may be an attorney of American Electric Power Service Corporation)case such representations and warranties shall have been true, as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes correct and complete in Lenders, the Commitments all material respects on and each Lender’s Commitment Percentage as of such effective date and earlier date; and
(ii) the Borrower shall prepay the outstanding Borrowings (if anyv) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect case of any Assuming Lender that is not a Lender immediately prior to such Commitment increase). Prepayments made under this clause (c) shall Increase Date and is not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest listed on the Advances shall take into account the actual Commitment of each NAIC Qualified U.S. Financial Institutions List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the principal amount outstanding type contemplated in the definition of each Advance made by such Lender during the relevant period of time“Confirming Lender” in Section 1.1.
Appears in 1 contract
Samples: Credit Agreement (Assurant Inc)
Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to propose an increase in the total Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees hereunder (each such proposed increase being a “Designated Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) that agree 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 approval of the Administrative Agent (not to accept all 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 Commitment Increase is to be effective (a portion “Commitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such additional Commitments (notice and 30 days prior to the “Proposed Increased Commitment”Commitment Termination Date), provided, ; 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) the amount of any Commitment Increase, and the amount of the Commitment of any Assuming Lender as part of any Commitment Increase, shall be in a minimum amount of $10,000,000 and in multiples of $5,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $750,000,000;
(iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(iv) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a Designated specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender is not a and/or the new Commitment of each Assuming Lender, such Designated Lender as applicable, resulting therefrom) shall be reasonably acceptable to become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall9:00 a.m., after receiving the notifications from all New York City time, on such Commitment Increase Date, of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (iA) a certificate signed by of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this paragraph (d) have been satisfied and (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, dated as of the pursuant to which, effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through and acknowledged by the Administrative Agent may reasonably request.
Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (cB) Promptly following above, together with the effective date of any Commitment increase pursuant certificate referred to this Section 2.07in clause (A) above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date the Borrower shall simultaneously (i) prepay in full the outstanding Borrowings Loans (if any) held by the Lenders immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.142.13.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The After the Closing Date, the Borrower maymay on one or more occasions, from time by written notice to timethe Administrative Agent and executed by the Borrower and one or more financial institutions (any such financial institution referred to in this paragraph (a) being called a “Designated Lender”), which may include, in the Borrower’s sole discretion, any Lender, cause new Commitments to be extended by the Designated Lenders (or cause the Commitments of the Designated Lenders to be increased, as the case may be); provided that (i) at no time shall the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to this paragraph (a) exceed $500,000,000, (ii) each such requested increase shall be in a minimum principal amount of $50,000,000, (iii) each Designated Lender shall (A) be subject to the approval of the Administrative Agent, each LC Issuing Bank and each Swingline Bank (which approval shall not be unreasonably withheld or delayed) and (B) if not an existing Lender, execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment or Commitments of such Designated Lender and/or its status as a Lender hereunder, (iv) immediately prior to and immediately after giving effect to such proposed increase, no Default or Event of Default has shall have occurred and is be continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (iiv) if Designated Lender is a Lender, such Designated Lender the Borrower shall be reasonably acceptable have delivered the documents and certificates required by clauses (1) – (3) below. Extensions of new Commitments and increases in existing Commitments pursuant to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders this paragraph (a) shall be based become effective on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the applicable notice to such Designated Lenders, whichever is earlier, notify delivered by the Borrower and the Lenders of the results thereof and the effective date of any additional CommitmentsBorrower. The Borrower shall deliver (i1) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension representations and warranties of Credit the Borrower set forth in Section 3.02 Article IV (other than the representations and warranties set forth in Sections 4.04 and 4.05(b)) (with all references in such Article to a Borrowing or Swingline Borrowing being deemed to be references to the increase of the Commitments) are true and correct in all material respects as if made on and as of such effective date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Change, in which case such representation and warranty shall be true in all respects as of such earlier date), (2) evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and (ii3) if requested by a favorable opinion Designated Xxxxxx, such opinions of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), with respect to the increase in the Commitments as to such matters as any Lender through the Administrative Agent may reasonably request. Any Lender or any other financial institution offered or approached to provide all or a portion of any increase in the Commitment pursuant to this paragraph (a) may elect or decline, in its sole discretion, to provide such Commitment.
(b) The Outstanding Credits will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Pro Rata Shares (and, with respect to any outstanding Loans, the Lenders agree to make all payments and adjustments necessary to effect the reallocation and the Borrower shall pay any and all costs required pursuant to Section 2.13 in connection with such reallocation as if such reallocation were a repayment). Prepayments made under this paragraph (b) shall not be subject to the notice or minimum amount requirements of Section 2.12.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.05, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Pro Rata Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14date.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (American Water Works Company, Inc.)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) increases to occur after the Restatement Effective Date of $500,000,000250,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (ix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated LenderXxxxxx’s Proposed Increased Commitment shall be at least $5,000,000; and (iiy) if a Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to propose an increase in the total Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees hereunder (each such proposed increase being a “Designated Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) that agree to accept all or by adding as a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if Lender with a Designated Lender new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender, such Designated Lender shall be reasonably acceptable to ”) in each case with the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations approval of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (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 Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day) that either (A) Day at least three Business Days after delivery of such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or notice and 30 days prior to the date specified by the Administrative Agent Commitment Termination Date); provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders sole discretion of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver each Lender; provided further that:
(i) the amount of any Commitment Increase, and the amount of the Commitment of any Assuming Lender as part of any Commitment Increase, shall be in a certificate signed by a duly authorized officer minimum amount of $10,000,000 and in multiples of $5,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $750,000,000;
(iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(iv) the representations and warranties of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are this Agreement shall be true and correct on and as of such effective date the relevant Commitment Increase Date as if made on and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (or, if any) in fullany such representation or warranty is expressly stated to have been made as of a specific date, and shall simultaneously make new Borrowings hereunder in an amount equal to as of such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increasespecific date). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Eligible Assignees Lenders or other financial institutions (that will become Lenders), in each a “Designated Lender”) case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000600,000,000650,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) increases to occur after the Restatement Effective Date of $500,000,0001,000,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (ix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing BankBank and the Swingline Lender, and such Designated LenderXxxxxx’s Proposed Increased Commitment shall be at least $5,000,000; and (iiy) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing BankBank and the Swingline Lender, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing BankBank and the Swingline Lender.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to effect an increase in the total Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees hereunder (each such proposed increase being a “Designated Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) that agree to accept all or by adding as a portion of Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such additional Commitments time (the each an “Proposed Increased CommitmentAssuming Lender”), provided, that (i) if a Designated in the case of an Assuming Lender is not a Lender, such Designated Lender shall be reasonably acceptable to with the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations approval of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (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 Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day) that either (A) Day at least three Business Days after delivery of such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or notice and 30 days prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver Maturity Date); provided that:
(i) a certificate signed by a duly authorized officer the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $700,000,000;
(iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase;
(iv) the representations and warranties of the Borrower to contained herein and in the Administrative Agent, dated other Loan Documents shall be true and correct in all material respects on and as of the effective date of such additional Commitments, stating that all conditions precedent relevant Commitment Increase Date to an Extension of Credit set forth in Section 3.02 are true and correct the same extent as though made on and as of such effective date date, except to the extent such representations and (ii) a favorable opinion of counsel for the Borrower (warranties specifically relate to an earlier date, in which may be an attorney of American Electric Power Service Corporation)case such representations and warranties shall have been true, as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes correct and complete in Lenders, the Commitments all material respects on and each Lender’s Commitment Percentage as of such effective date and earlier date; and
(ii) the Borrower shall prepay the outstanding Borrowings (if anyv) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect case of any Assuming Lender that is not a Lender immediately prior to such Commitment increase). Prepayments made under this clause (c) shall Increase Date and is not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest listed on the Advances shall take into account the actual Commitment of each NAIC Qualified U.S. Financial Institutions List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the principal amount outstanding type contemplated in the definition of each Advance made by such Lender during the relevant period of time“Confirming Lender” in Section 1.1.
Appears in 1 contract
Samples: Credit Agreement (Assurant, Inc.)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000100,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving DMSLIBRARY01\30351218.v6 the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,0001,000,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) increases to occur after the Restatement Effective Date of $500,000,0001,000,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (ix) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing BankBank and the Swingline Lender, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (iiy) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing BankBank and the Swingline Lender, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank Agent and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower Bank and the Lenders of the results thereof and the effective date of any additional CommitmentsSwingline Lender. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request37 AmericasActive:16624138.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Ohio Power Co)
Increase of the Commitments. (a) The Borrower may, from time by delivering a written request to timethe Agent (each such request being irrevocable) at least eight, provided that no Default or Event of Default has occurred and is continuingbut not more than 60, Business Days before the Increase Date (as defined below), request that the Lenders increase the aggregate Commitments by notice minimum incremental amounts of $1,000,000 up to the Administrative Agent, to increase Maximum Facility Amount (the Commitments in minimum increments of $10,000,000, up to a maximum increase "Proposed Increase"). Such request shall specify (i) the aggregate amount of the Proposed Increase, (for all such increasesii) the date of $500,000,000, by designating one or more the Proposed Increase (the "Increase Date") and (iii) any Eligible Assignees that are not Lenders (each a “Designated Lender”"Third Party") that agree to accept which the Borrower desires to offer all or a portion of the Proposed Increase. The Agent shall, upon its receipt of the Borrower's request, promptly notify each Lender thereof.
(b) If the Proposed Increase equals or exceeds $5,000,000, the Agent shall notify each Third Party acceptable to it of such additional Proposed Increase at least six Business Days before the Increase Date. Each such Third Party may irrevocably commit to all or a portion of the Proposed Increase in a minimum principal amount of $5,000,000 (each a "Third Party Commitment") by notifying the Agent thereof at least four Business Days prior to the Increase Date. If the aggregate amount of the Third Party Commitments (exceeds the “Proposed Increased Increase, the Borrower, in consultation with the Agent, may allocate the Proposed Increase among Third Parties which have offered a Third Party Commitment”), provided, that (i) if a Designated Lender is not a Lender, the minimum principal amount of any such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall allocation must be at least $5,000,000; and .
(iic) if Designated Lender is a If the Proposed Increase exceeds the aggregate Third Party Commitments (as allocated pursuant to (b) above) ("Increase Remainder") by at least $1,000,000, each Lender, such Designated Lender shall be reasonably acceptable in its sole discretion, may irrevocably offer to commit to all or a portion of the Increase Remainder (the "Proposed Increased Commitment") by delivering notice thereof to the Swingline Bank and each LC Issuing Bank, and allocations Agent at least two Business Days before the Increase Date. If the aggregate amount of the Proposed Increased Commitment among Designated Lenders that are Lenders Commitments exceeds the amount of the Increase Remainder, the amount of the Increase Remainder shall be allocated among the Lenders providing a Proposed Increased Commitment on a pro rata basis based on the ratio of each existing such Lender’s 's Proposed Increased Commitment, if any, Commitment to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein Each Lender increasing its Commitment pursuant to this section and each Third Party to which all or a portion of the Proposed Increase is allocated shall execute and deliver to the contraryAgent a New Commitment Acceptance therefor, from and after each such Third Party shall pay an administrative fee of $3,500 to the date of any Commitment increase Agent. By executing and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.delivering a New Commitment
Appears in 1 contract
Samples: Credit Agreement (Detroit Edison Co)
Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to propose an increase in the total Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees hereunder (each such proposed increase being a “Designated Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) that agree or by adding as a Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such time (each an “Assuming Lender”) in each case with the approval of the Administrative Agent (not to accept all 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 a portion of Assuming Lender, and the date on which such additional Commitments Commitment Increase is to be effective (the “Proposed Increased CommitmentCommitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Maturity Date), provided, that ; provided that:
(i) if a Designated the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $575,000,000;
(iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase;
(iv) the representations and warranties of the Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the relevant Commitment Increase Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; and
(v) in the case of any Assuming Lender that is not a Lender immediately prior to such Commitment Increase Date and is not listed on the NAIC Qualified U.S. Financial Institutions List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.1. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, such Designated Lender as applicable, resulting therefrom) shall be reasonably acceptable to become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date 9:00 a.m. (New York City time) on such Commitment Increase Date, of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this Section 2.9 have been satisfied and (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, dated as of the pursuant to which, effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation)and acknowledged by the Administrative Agent, together with such evidence and other related documents as to such matters as any Lender through the Administrative Agent may reasonably request.
request with respect to the Borrower’s authorization of such Commitment Increase and its obligation hereunder. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (cB) Promptly following above, together with the effective date of any Commitment increase pursuant certificate referred to this Section 2.07in clause (A) above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date, the Borrower shall (i) prepay in full the outstanding Borrowings Loans (if any) held by the Lenders that were outstanding immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.14.
(d) 2.6D. Notwithstanding any provision contained anything herein to the contrary, from and after the date of any no Lender shall be obligated to increase its Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timehereunder.
Appears in 1 contract
Samples: Credit Agreement (Assurant Inc)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increasesCommitments) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is such notice shall be delivered in writing to the Administrative Agent not a Lenderearlier than 60 days prior to, nor later than 30 days prior to the proposed effective date of such Commitment increase; (ii) each Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Lender and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable Bank to the Swingline Bank and each LC Issuing Bank, and extent required for assignments under Section 8.04(b); (iii) allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on determined by the ratio of each existing Lender’s Proposed Increased Commitment, if any, to Administrative Agent and the Borrower and (iv) the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to Commitments shall not exceed the effective date amount of such the requested Commitment increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitmentproposed Commitment increase. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.072.11, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall be subject to the reimbursement requirements of Section 8.05(b), but shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower mayCommitment of each Bank and the Total Commitment shall be as set forth on Schedule 1 attached hereto; provided, however, at any time from time to timethe Closing Date through and including the third anniversary of the Closing Date, provided that so long as no Default or Event of Default has occurred and is continuing, the Borrower shall be permitted, by a written request by notice to in the Administrative Agentform of Exhibit C hereto (the "Commitment Increase Request"), to increase request that the Commitments in minimum increments of Total Commitment be increased by $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments 25,000,000 (the “Proposed Increased Commitment”), provided, that (i"Revolver Increase") if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and 's Commitment be increased by its pro rata share of the Revolver Increase. Any such Designated Lender’s Proposed Increased increase in any Bank's Commitment shall be at least $5,000,000; in such Bank's sole and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased absolute discretion. The Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased CommitmentIncrease Request, if any, for the Revolver Increase shall be given by the Borrower to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time Agent and the Banks not less than twenty (20) Business Days prior to the effective date of the Borrower requests that such increaseRevolver Increase take effect (the "Revolver Increase Date"). Except as expressly provided in this (S)2.1.2, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders no increase of the Proposed Increased Commitment. Each Designated Lender Total Commitment pursuant to this (S)2.1.2 shall notify the Administrative Agent be effective unless such request has been approved in writing by the date specified by the Administrative Agent (which date Majority Banks, and no increase in any Bank's Commitment shall be a Business Day) that either (A) effective unless such Designated Lender declines to accept its additional Commitments or (B) request has been approved in writing by such Designated Lender consents to accept its additional CommitmentsBank. Any Designated Lender not responding If on or prior to five (5) Business Days prior to the date specified by Revolver Increase Date the Administrative Agent Majority Banks fail to consent to the Revolver Increase, the Total Commitment and each Bank's Commitment shall be deemed not remain as set forth on Schedule 1 as of the Closing Date. If on or prior to have consented ten (10) Business Days prior to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from Revolver Increase Date the Majority Banks consent to the Revolver Increase and all of the Designated Lenders Banks consent to the pro rata increase in each such Bank's Commitment, the Total Commitment and each Bank's Commitment shall be automatically increased on the Revolver Increase Date, and the Schedule 1 attached hereto shall be amended by deleting such Schedule 1 in its entirety and substituting in place thereof a new Schedule 1 setting forth the revised Total Commitment and Commitments of each Bank. If on or following prior to ten (10) Business Days prior to the date specified Revolver Increase Date the Majority Banks consent to the Revolver Increase but any Bank does not consent to an increase in its Commitment, or elects to increase its Commitment by an amount which is less than such Bank's pro rata share of the Revolver Increase, the Agent shall provide notice of such decision to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders other Banks, and any Bank which has already consented to increase its Commitment by its pro rata share of the results thereof and the effective date of any additional Commitments. The Borrower Revolver Increase shall deliver (i) a certificate signed be permitted to increase its Commitment by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepaymentthe Unfunded Portion, so thatprovided, after giving effect theretohowever, in the Borrowings are held ratably event the amount by the Lenders in accordance with which Banks requesting to increase their respective Commitments exceed the amount of the Unfunded Portion, the Agent shall allocate the Unfunded Portion among the Banks requesting an increase in their respective Commitments on a pro rata basis. In the event an Unfunded Portion still exists after all the Banks have had the opportunity to increase their respective Commitments, the Borrower shall be permitted to request that another lending institution (after giving effect which shall be an Eligible Assignee) be permitted to such become a Bank hereunder with a Commitment increase). Prepayments made under this clause (c) of not more than the Unfunded Portion, which lender shall not be subject to become a party hereto with all the notice requirements rights and obligations of Section 2.14.
(d) Notwithstanding any provision contained herein to a Bank upon the contrary, from and after approval of the date of any Commitment increase Agent and the making of any Advances Majority Banks, such approval not to be unreasonably withheld. On the Revolver Increase Date the Total Commitment shall be increased in an amount which equals the Revolver Increase less the Unfunded Portion remaining on such date pursuant to clause (c)(ii) abovedate, all calculations if any, and payments of fees Schedule 1 attached hereto shall be amended by deleting such Schedule 1 in its entirety and of interest on substituting in place thereof a new Schedule 1 setting forth the Advances shall take into account revised Total Commitment, the actual Commitment of each Lender Bank and the principal amount outstanding Commitment Percentage of each Advance made by such Lender during Bank. Prior to the relevant period of timeRevolver Increase Date, the Borrower shall execute and deliver to the Agent all supplemental agreements, certificates and documents as the Agent and the Banks shall reasonably request (including without limitation, replacement Revolving Credit Notes) to give effect to the foregoing provision.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, Representative may from time to timetime after the Closing Date, provided with the consent of Agent and upon at least thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Revolving Loan Commitments by up to an aggregate of $130,000,000; such additional Revolving Loan Commitments (the “Incremental Revolving Loan Commitments”) as determined by and with the approval of the Agent; provided, that the terms and conditions of the Incremental Revolving Loan Commitment shall be the same as those applicable to the Revolving Loan Commitments theretofore in effect except that to the extent that the Applicable Margins for Revolving Loans or Letters of Credit to be issued under the Incremental Revolving Loan Commitments are higher than the Applicable Revolver Margins and/or Applicable L/C Margin set forth herein, the Applicable Revolver Margins and Applicable L/C Margin shall automatically be adjusted to the Applicable Margins for the Revolving Loans and Letters of Credit to be issued under the Incremental Revolving Loan Commitments. Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Borrower Representative and the Agent, to commit to make all or a portion of such Incremental Revolving Loan Commitments. Final allocations of the Incremental Revolving Loan Commitments are to be determined by the Agent after consultation with Borrower Representative. No Lender (or any successor thereto) shall have any obligation to provide all or any portion of such Incremental Revolving Loan Commitments or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to provide any such Incremental Revolving Loan Commitment shall be made in its sole discretion independently from any other Lender.
(b) If the Lenders do not commit to make the entire Incremental Revolving Loan Commitments pursuant to Section 1.18(a), the Borrower Representative may designate a Qualified Assignee (which may be, but need not be, one or more of the existing Lenders), provided, however, that if such Person is not an existing Lender, such Person must join this Agreement as a Lender (an “Additional Revolving Lender”).
(c) In the event that the Borrower Representative desires to obtain Incremental Revolving Loan Commitments, the Agent, the Credit Parties and the Additional Revolving Lenders shall enter into an amendment to this Agreement to provide for such Incremental Revolving Loan Commitments (and an amendment to Annex J to reflect the resulting Revolving Loan Commitments of the Lenders), which amendment shall provide for the issuance of promissory notes to evidence the Revolving Credit Advances made pursuant to the Incremental Revolving Loan Commitments if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.18 and of the other provisions of this Agreement. No consent of any Lender not providing Incremental Revolving Loan Commitments is required to permit the Incremental Revolving Loan Commitments contemplated by and otherwise complying with this Section 1.18 or the aforesaid amendment to effectuate the Incremental Revolving Loan Commitments. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 11.2.
(d) The increase of the Incremental Revolving Loan Commitments will be subject to the satisfaction of the following conditions precedent: (i) after giving pro forma effect to all Revolving Loans that could be incurred under Incremental Revolving Loan Commitments, no Default or Event of Default has shall have occurred and is continuingbe continuing and Borrower would be in compliance with the Financial Covenants, request (ii) execution of the amendment hereto referenced in clause (c) above by notice to the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Lenders providing the Incremental Revolving Loan Commitments and the Credit Parties, (iii) delivery to Agent of a certificate of the Secretary or an Assistant Secretary of each LC Issuing BankCredit Party, in form and substance satisfactory to Agent, certifying the resolutions of such Person’s board of directors (or equivalent governing body) approving and authorizing the Incremental Revolving Loan Commitments (if not previously delivered to Agent), and certifying that none of the organizational documents of such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable Credit Party delivered to the Swingline Bank and each LC Issuing BankAgent prior thereto have been modified or altered in any way (or if modifications have occurred, and allocations certifying new copies of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio such organizational documents), (iv) delivery to Agent of each existing Lender’s Proposed Increased Commitment, if any, an opinion of counsel to the aggregate Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to Agent and Lenders providing the Incremental Revolving Loan Commitments and covering such matters as the Agent may reasonably request, (v) the payment in full by the Credit Parties of all Proposed Increased Commitments. The Borrower may elect Revolving Credit Advances to remove or replace any such designated Eligible Assignee at any time the Lenders holding same in accordance with the Revolving Loan Commitments in effect immediately prior to the effective date increase contemplated by this Section 1.18 and the re-borrowing of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable Revolving Credit Advances by the Lenders in accordance with their Revolving Loan Commitments giving effect to the Administrative Agentincrease contemplated by this Section 1.18, the Swingline Bank and (vi) each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) acknowledge that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all Pro Rata Share of the Designated Lenders or following the date specified participations in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders Letters of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated Credit that are outstanding as of the effective date time of the increase in the Revolving Loan Commitments pursuant to this Section 1.18 shall be in accordance with Revolving Loan Commitments giving effect to the increase to the Revolving Loan Commitments under this Section 1.18 and (vii) receipt by Agent of such additional Commitmentsnew Notes, stating reaffirmations of guaranties, security agreements and pledge agreements as Agent may reasonably request, together with amendments to all mortgages reflecting that all conditions precedent to an Extension the Revolving Loans and Letters of Credit set forth in Section 3.02 extended pursuant to the Incremental Revolving Loan Commitments are true secured pari passu with the Revolving Loan and correct on and such endorsements to title policies or additional title searches as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(de) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase contemplated by this Section 1.18, and the repayment and making of any Revolving Credit Advances on such date pursuant to clause (c)(iid)(v) above, all calculations and payments of fees and of interest on the Revolving Credit Advances shall take into account the actual Revolving Loan Commitment of each Lender and the principal amount outstanding of each Revolving Credit Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000, 300,000,000 by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I I(A) or Schedule I(B) to this Agreement Agreement, as applicable (which shall thereafter be incorporated into this Agreement) ), to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
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Increase of the Commitments. (a) The Borrower may, from at any time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to the Administrative Agent, to propose an increase in the total Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating one or more Eligible Assignees hereunder (each such proposed increase being a “Designated Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) that agree or by adding as a Lender with a new Commitment hereunder a Person which is an Eligible Assignee at such time (each an “Assuming Lender”) in each case with the approval of the Administrative Agent (not to accept all 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 a portion of Assuming Lender, and the date on which such additional Commitments Commitment Increase is to be effective (the “Proposed Increased CommitmentCommitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Maturity Date), provided, that ; provided that:
(i) if a Designated the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $1,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $525,000,000;
(iii) no Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase;
(iv) the representations and warranties of the Borrower contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the relevant Commitment Increase Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date; and
(v) in the case of any Assuming Lender that is not a Lender immediately prior to such Commitment Increase Date and is not listed on the NAIC Approved Bank List, such Assuming Lender and its Confirming Lender shall have entered into an agreement of the type contemplated in the definition of “Confirming Lender” in Section 1.1. Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, such Designated Lender as applicable, resulting therefrom) shall be reasonably acceptable to become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date 9:00 a.m. (New York City time) on such Commitment Increase Date, of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this Section 2.9 have been satisfied and (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, dated as of the pursuant to which, effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation)and acknowledged by the Administrative Agent, together with such evidence and other related documents as to such matters as any Lender through the Administrative Agent may reasonably request.
request with respect to the Borrower’s authorization of such Commitment Increase and its obligation hereunder. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (cB) Promptly following above, together with the effective date of any Commitment increase pursuant certificate referred to this Section 2.07in clause (A) above, (i) the Administrative Agent shall distribute an amended Schedule I record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to this Agreement the Borrower and the Lenders (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersincluding, the Commitments and if applicable, each Assuming Lender’s ). On each Commitment Percentage as of such effective date and (ii) Increase Date, the Borrower shall (i) prepay in full the outstanding Borrowings Loans (if any) held by the Lenders that were outstanding immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in fullaccordance with this Agreement, and shall simultaneously make borrow new Borrowings hereunder in an amount equal to Loans from all Lenders (including, if applicable, any Assuming Lender) such prepayment, so that, after giving effect thereto, the Borrowings Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause Increase) and (ciii) shall not be subject pay to the notice requirements of Lenders the amounts, if any, payable under Section 2.14.
(d) 2.6C. Notwithstanding any provision contained anything herein to the contrary, from and after the date of any no Lender shall be obligated to increase its Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timehereunder.
Appears in 1 contract
Samples: Credit Agreement (Assurant Inc)
Increase of the Commitments. (a) The Borrower may, from time On any date on or prior to time, provided that no Default or Event the Maturity Date and with the consent of Default has occurred and is continuing, request by notice to the Administrative Agent, Swingline Lender and each LC Bank (such consent not to be unreasonably withheld or delayed), the Borrower may increase the Commitments in minimum increments aggregate amount of the commitments by an amount not less than $10,000,000, 5,000,000 and up to a maximum increase an amount not more than the sum of the aggregate amount of the commitments on the date hereof plus $100,000,000 (for all any such increasesincrease, a “Commitment Increase”) of $500,000,000, by designating one or more of the existing Lenders or one or more Affiliates thereof (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 (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank Lender and each LC Issuing Bank, and that at the time agree, in the case of any such Designated Eligible Assignee that is an existing Lender’s Proposed Increased Commitment shall be at least $5,000,000; and , to increase its commitment (iian “Increasing Lender”) if Designated Lender is and, in the case of any other Eligible Assignee (including an Affiliate of a Lender) (an “Additional Lender”), such Designated Lender shall be reasonably acceptable to become a party to the Swingline Bank and each LC Issuing Bank, and allocations Credit Documents. The sum of the Proposed Increased Commitment among Designated increases in the Commitments of the Increasing Lenders that are plus the Commitments of the Additional Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, upon giving effect to the aggregate Commitment Increase shall not exceed the amount of all Proposed Increased Commitmentsthe Commitment Increase. The Borrower may elect to remove or replace shall provide prompt notice of any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable proposed Commitment Increase to the Administrative Agent, which shall promptly provide a copy of such notice to the Swingline Bank and each LC Issuing BankLenders.
(b) The Administrative Agent Any Commitment Increase shall promptly notify become effective upon (i) the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified receipt by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior of an agreement in form and substance reasonably satisfactory to the date specified Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to the Credit Documents and to be bound by all the terms and provisions thereof and (ii) receipt by the Administrative Agent of a certificate (the statements contained in which shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all true) of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that both before and after giving effect to such Commitment Increase (A) no Event of Default has occurred and is continuing and (B) all conditions precedent to an Extension of Credit representations and warranties made by such Borrower in Section 4.01 (other than those set forth in Section 3.02 the last sentence of subsection (f) and in subsection (m) thereof) are true and correct on and as of the date of such effective date Commitment Increase, before and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation)after giving effect to such Commitment Increase, as to though made on and as of such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase Increase pursuant to this Section 2.072.11, (i) the Administrative Agent shall distribute an amended Schedule I (and Schedule V, if applicable) to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increaseIncrease). Prepayments made under this clause (c) shall be subject to the reimbursement requirements of Section 8.06(b), but shall not be subject to the notice requirements of Section 2.142.12.
(d) Notwithstanding any provision contained herein to the contrary, from From and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) aboveIncrease, all calculations and payments of fees the facility fees, LC Fees and of interest on the Advances shall take into account the actual Commitment commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Increase of the Commitments. Section 2.21(a) of the Credit Agreement shall be amended to read as follows:
(a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,250,000,000 minus (y) the aggregate amount of all outstanding Supplemental Credit Facilities permitted by Section 6.11(p), at the request of the Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to time as follows: (i) the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating Borrower shall designate one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably financial institutions acceptable to the Administrative AgentAgent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Bank and each LC Issuing Bank, and amount of such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; increase and (ii) if Designated Lender is a Lenderon the date that such increase becomes effective, such Designated Lender Revolving Credit Loans shall be reasonably acceptable repaid and/or borrowed to the Swingline Bank and extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each LC Issuing Bankfinancial institution being so designated being referred to herein as an “Assuming Lender”), and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, subject to the aggregate of all Proposed Increased Commitments. The Borrower may elect execution and delivery to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by Borrower and such Assuming Lender of documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (which date x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Letters of Credit and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Letters of Credit and Reimbursement Obligations shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders ratably in accordance with proportion to their respective Commitments Pro Rata Shares (determined after giving effect to such Commitment increasedesignations). Prepayments made under this clause (c) In no event shall not any Lender be subject required to the notice requirements of Section 2.14become an Assuming Lender.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.”
Appears in 1 contract
Samples: Credit Agreement (Shaw Group Inc)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall deliver have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement
Increase of the Commitments. (a) The Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased up to an amount (immediately after giving effect to such increase) not to exceed the difference of (x) $1,614,000,000 minus (y) the Aggregate Facility LC Commitment on the Restatement Effective Date minus (z) the aggregate amount of all outstanding Supplemental Credit Facilities permitted by Section 6.11(p), at the request of the Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by notice to time as follows: (i) the Administrative Agent, to increase the Commitments in minimum increments of $10,000,000, up to a maximum increase aggregate amount (for all such increases) of $500,000,000, by designating Borrower shall designate one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments (the “Proposed Increased Commitment”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably financial institutions acceptable to the Administrative AgentAgent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the Swingline Bank and each LC Issuing Bank, and amount of such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; increase and (ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “Assuming Lender”), and subject to the execution and delivery to the Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if Designated such Assuming Lender is was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Designated Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Facility LCs and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Facility LCs and Reimbursement Obligations shall be reasonably acceptable held by the Lenders ratably in proportion to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders their respective Pro Rata Shares (determined after giving effect to such designations). In no event shall any Lender be based on the ratio of each existing required to become an Assuming Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Borrower shall furnish to the Agent, each in form and substance satisfactory to the Agent shall promptly notify and to the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent extent required by the title insurance company: (i) evidence that any amendment to the Mortgages to reflect the increase in Commitments pursuant to the Lender Addenda shall have been made, within 30 days after the date specified by of such increase in Commitments and (ii) evidence satisfactory to the Administrative Agent (which that date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments down endorsements or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior the functional equivalent thereof, current to the date specified by of the Administrative amendments to the Mortgages that reflect the increase in Commitments pursuant to the Lender Addenda, are issued in connection with each of the existing Mortgage Policies issued, within 60 days after the date of such increase in Commitments; provided that the Agent shall be deemed not able to have consented to accept grant extensions in its additional Commitmentssole discretion for the date down endorsements or functional equivalent thereof for the Mortgages. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer failure of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth furnish any document in Section 3.02 are true and correct on and as of such effective date clauses (i) and (ii) above within the time frames noted above shall constitute a favorable opinion of counsel for Default under the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as Credit Agreement and any Lender through the Administrative Agent may reasonably requestother Loan Document.
(c) Promptly following Each increase in the effective date of any Aggregate Facility LC Commitment increase pursuant to this Section 2.07, (i2.21(a) shall automatically and simultaneously increase the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Aggregate Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14same amount.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Shaw Group Inc)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000100,000,000, by designating one or more Eligible Assignees Lenders or other financial institutions (that will become Lenders), in each a “Designated Lender”) case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that (i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
Appears in 1 contract
Increase of the Commitments. (ai) The Borrower may, from time to time, provided that So long as no Default or Event of Default has occurred and is continuing, the Administrative Borrower may request the right to effectuate increases in the Commitments (any such increase, a “Commitment Increase”), by notice an aggregate additional amount of up to $175,000,000 for all such Commitment Increases (the “Commitment Increase Cap”), during the term of this Agreement by delivering a Notice of Requested Commitment Increase to the Administrative Agent, to increase the Commitments provided that, in each case: (A) each Commitment Increase shall be in minimum increments of $10,000,00020,000,000; (B) the proposed Commitment Increase shall have been consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld), up each Lender who is increasing its portion of the applicable Commitment and any other bank or financial institution acceptable to the Borrowers and the Administrative Agent that has agreed to become a maximum increase aggregate amount (for all such increases) Lender in respect of $500,000,000, by designating one or more Eligible Assignees (each a “Designated Lender”) that agree to accept all or a portion of such additional Commitments the Commitment Increase, if any (the a “Proposed Increased CommitmentNew Lender”); (C) the proposed Commitment Increase, providedtogether with any prior Commitment Increases, that shall not exceed the Commitment Increase Cap and (iD) if a Designated each Lender is not a Lender(determined before giving effect to such Commitment Increase), such Designated shall have been given written notice at least fifteen (15) days prior to the requested date of the proposed Commitment Increase, before and during which time no potential New Lender shall be reasonably acceptable to solicited for purposes of the Administrative AgentCommitment Increase and only if, upon the expiration of such fifteen (15) day period, the Swingline Bank amount of the proposed Commitment Increase remains in excess of the commitments provided by the Lenders (determined before giving effect to such Commitment Increase), may the Borrowers be permitted to solicit potential New Lenders. Each Notice of Requested Commitment Increase shall specify: (1) the amount of the proposed Commitment Increase and each LC Issuing Bank, and such Designated Lender’s Proposed Increased (2) the requested date of the proposed Commitment Increase (which shall be at least $5,000,000; and thirty (ii30) if Designated Lender is a Lender, such Designated Lender days from the date of delivery of the Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based binding on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased CommitmentsBorrower Parties. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased Commitment. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented to accept its additional Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The Borrower shall deliver (i) a certificate signed by a duly authorized officer of the Borrower to the Administrative Agent, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request.
(c) Promptly following Upon the effective date of any Commitment increase pursuant Increase, the Administrative Borrower shall deliver to this Section 2.07the Administrative Agent a certificate of the chief financial officer of the Administrative Borrower certifying that (1) the Borrower Parties are, and will be on a Pro Forma Basis after giving effect to the Commitment Increase, in compliance with each Financial Covenant, (i2) no Default or Event of Default then exists or would be caused thereby and (3) all of the other conditions precedent in Section 4.2 shall have been met. No Commitment Increase shall be effective until the Administrative Agent shall distribute an amended Schedule I have received amendments to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lendersand the other Loan Documents, the Commitments and each Lender’s Commitment Percentage as commitments of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder Lenders or New Lenders in an aggregate amount equal to such prepaymentCommitment Increase, Lender Agreements for each Lender or New Lender committing to such Commitment Increase, any upfront fees to be paid to the Lenders committing to such Commitment Increase, and, if requested, opinion letters, Revolving Loan Notes and such other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its Permitted Discretion evidencing and setting forth the conditions of such Commitment Increase.
(ii) If the Administrative Agent approves a proposed Commitment Increase, the Administrative Agent shall deliver a copy of the Notice of Requested Commitment Increase relating thereto to each Lender, together with a statement as to the amount of the Yield Adjustment Margin (if any). No Lender (or any successor thereto) shall have any obligation to increase its portion of the applicable Commitment or its other obligations under this Agreement or the other Loan Documents, and any decision by a Lender to increase its portion of the applicable Commitment shall be made in its sole discretion independently from any other Lender. If the Administrative Agent receives commitments from the Lenders or the New Lenders in excess of the amount of the proposed Commitment Increase, the Administrative Agent shall have the right, in its sole discretion, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or New Lender in its notice to the Administrative Agent), in consultation with the Administrative Borrower, the shares of such Commitment Increase of the Lenders or New Lenders willing to fund the proposed Commitment Increase so thatthat the total committed shares of the proposed Commitment Increase equals the proposed Commitment Increase; provided however, after in no event shall any Lender’s requested portion of any such proposed Commitment Increase (determined before giving effect thereto, the Borrowings are held ratably by the Lenders to such Commitment Increase) be reduced to a level such that such Lender’s allocation is less than its pro rata share in accordance with its respective Commitment Ratio (as determined immediately prior to giving effect to such Commitment Increase) so long as such Lender’s requested portion of any such proposed Commitment Increase (determined before giving effect to such Commitment Increase) is equal to or greater to their respective pro rata portion of the Commitments (determined after giving effect to such Commitment increaseIncrease). Prepayments made under this clause The Administrative Agent shall notify each New Lender whether its proposed share of the proposed Commitment Increase has been accepted and, if so, the amount of its share of such Commitment Increase, and such Lender shall thereafter execute and deliver a Lender Agreement with respect to its respective share of such Commitment Increase.
(ciii) Notwithstanding anything to the contrary contained herein, each Commitment Increase meeting the conditions set forth in Section 2.17(a)(i) shall not be require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Commitments in connection with such Commitment Increase and shall not constitute an amendment, modification or waiver that is subject to Section 11.12 and shall be effective as of the notice requirements later of Section 2.14.
(da) Notwithstanding any provision contained herein to the contrary, from and after the date specified in the applicable Notice of any Requested Commitment increase Increase and (b) the date upon which the foregoing conditions shall have been satisfied or waived by the Administrative Agent and the making Lenders which have agreed to increase their Commitments, or by the requisite Lenders in accordance with Section 11.12 in the case of any Advances on such date pursuant to clause (c)(ii) abovea waiver of an Event of Default, all calculations and payments of fees and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeas applicable.
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Samples: Credit Agreement (New York Times Co)
Increase of the Commitments. (a) The Borrower may, from time to time, provided that no Default or Event of Default has occurred and is continuing, request by written notice to the Administrative Agent, Agent to increase the Commitments in minimum increments of $10,000,000, up to by a maximum increase aggregate amount (for all such increases) increases of up to $500,000,000100,000,000200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, meeting the requirements set forth in the definition of Eligible Assignees (each a “Designated Lender”) Assignee, that agree to accept all or a portion of such additional Commitments (the each a “Proposed Increased CommitmentDesignated Lender”), provided, that (i) if a Designated Lender is not a Lender, such Designated Lender shall be reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank, and such Designated Lender’s Proposed Increased Commitment shall be at least $5,000,000; and (ii) if Designated Lender is a Lender, such Designated Lender shall be reasonably acceptable to the Swingline Bank and each LC Issuing Bank, and allocations of the Proposed Increased Commitment among Designated Lenders that are Lenders shall be based on the ratio of each existing Lender’s Proposed Increased Commitment, if any, to the aggregate of all Proposed Increased Commitments. The Borrower may elect to remove or replace any such designated Eligible Assignee at any time prior to the effective date of such increase, provided that any newly designated Eligible Assignee is reasonably acceptable to the Administrative Agent, the Swingline Bank and each LC Issuing Bank.
(b) The Administrative Agent shall promptly notify the Designated Lenders of the Proposed Increased CommitmentBorrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept its additional the offered Commitments. Any Designated Lender Xxxxxx not responding on or prior to the date specified by the Administrative Agent shall be deemed not to have consented declined to accept its additional the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the conditions precedent that
(i) unless the Collateral Release has occurred, the Borrower shall deliver have issued to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date, in accordance with the terms of the General and Refunding Mortgage Indenture, in an aggregate principal amount equal to the difference between the principal amount of the Commitments (iafter giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and (ii) the Borrower shall have delivered to the Administrative Agent (A) the resolutions of the Borrower authorizing such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds) and all Governmental Approvals (if any) required in connection with such additional Commitments (and, if applicable, such new issuance of General and Refunding Mortgage Bonds), certified as being in effect as of the effective date of such additional Commitments, (B) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request (including, if applicable, as to such new issuance of General and Refunding Mortgage Bonds) and (C) a certificate signed by a duly authorized officer of the Borrower to the Administrative AgentBorrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit set forth in Section 3.02 are true and correct have been satisfied on and as of such effective date and (ii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably requestdate.
(c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Advances Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Advances Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance Loan made by such Lender during the relevant period of time. The Loans made or Letters of Credit issued in respect of any Commitment increase pursuant to this Section 2.07 will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement.
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