Common use of Optional Commitment Increase Clause in Contracts

Optional Commitment Increase. So long as no Event of Default or Unmatured Event of Default exists, the Borrower may make one request at any time after the 90th day after the Closing Date and prior to May 15, 2002, by written notice to the Agent in the form of Exhibit 2.1(a)(ii) hereto, that the Total Revolving Loan Commitment be increased by $50,000,000 (the "INCREASE AMOUNT"). Such request shall be irrevocable and binding on the Borrower. The Agent shall promptly notify the Documentation Agent and each Lender of such request and of such Lender's Commitment Percentage of the Increase Amount. If a Lender agrees, in its individual and sole discretion, to increase its Revolving Loan Commitment (an "ACCEPTING LENDER"), it shall deliver to the Agent a written notice of its agreement to so increase its Revolving Loan Commitment in an amount up to its Commitment Percentage of the Increase Amount no later than 14 days from the date on which the Agent notified the Lenders of such request. To the extent that any Lender fails to accept or respond to the Borrower's request for an increase in its Revolving Loan Commitment (a "DECLINING LENDER"), such Declining Lender's Revolving Loan Commitment shall not be so increased and the declined amount may be allocated by the Agent to one or more Accepting Lenders which, in such Lender's sole and absolute discretion, accepts any such allocation by the Agent in writing. To the extent of any shortfall in the Increase Amount (the "SHORTFALL AMOUNT"), the Borrower may designate one or more Eligible Assignees other than a Lender (which Eligible Assignee shall be acceptable to the Agent) to become a Lender (a "NEW LENDER"), with the aggregate initial Commitments for all such New Lenders in an amount not to exceed the Shortfall Amount. To the extent that there are outstanding Revolving Loans on the date of any increase, a Declining Lender shall assign to any Accepting Lender which increases its Commitment Percentage or any New Lender as the Agent may designate, the amount of such Declining Lender's Revolving Loans such that the aggregate amount of its Revolving Loans equals its revised Commitment Percentage of the aggregate of all Revolving Loans of all Lenders. Notwithstanding anything to the contrary herein, the sum of the increase in the Commitments of all Accepting Lenders and the Commitments of all New Lenders shall not exceed the Increase Amount. The increase in the Commitments of Accepting Lenders and the assignment to any New Lenders shall occur on such date as determined by the Agent, with prior notice thereof to the Borrower, the Documentation Agent, the Lenders and the New Lenders. Prior to such increase, the Borrower agrees to execute new Notes reflecting the increased Commitments of all Lenders and New Lenders and deliver same to the Agent, which shall deliver each Lender's new Note upon surrender of its old Note. Borrower agrees that it shall compensate each Lender that has had its Commitment Percentage reduced pursuant to this SECTION 2.1(a)(ii) as required by SECTION 3.6 as if Borrower had prepaid outstanding Eurodollar Loans by the amount of such Eurodollar Loans which were assigned from such Lender to an Accepting Lender or a New Lender pursuant to this SECTION 2.1(a)(ii).

Optional Commitment Increase. So long as no Event of Default or Unmatured Event of Default exists, (a) It is acknowledged and agreed among the Borrower may make one request at any time parties that it is anticipated that the Commitments hereunder will be increased after the 90th day after date hereof by the Closing Date addition of new Participants, and prior the Commitments of the existing Participants may be increased, as contemplated by this Section 3.11(a); provided, that the Aggregate Commitment Amount shall not exceed $1,200,000,000. From time to May 15time at the election of the Lessee, 2002additional Participants may become party to this Participation Agreement and the applicable related Operative Agreements, by written notice as Certificate Holders or Lenders (provided that any proposed new Participant must meet the requirements set forth in the definition of "Eligible Assignee" to the Agent reasonable satisfaction of the Administrative Agent) by virtue of the execution and delivery of a completed New Party Supplement substantially in the form of Exhibit 2.1(a)(ii) Q-1 hereto in the case of Lenders and Exhibit Q-2 hereto in the case of Certificate Holders or in either case in such other form as may be agreed to by the Administrative Agent in its reasonable discretion, executed by the Lessee, such proposed new Participant, the Administrative Agent, and the Trustee. The Administrative Agent and the Trustee agree to execute and deliver such New Party Supplement promptly upon the request of the Lessee. Upon such execution by the Lessee, the proposed new Participant, the Administrative Agent, and the Trustee, each such new Participant shall become a Lender or Certificate Holder, as specified in such New Party Supplement, for all purposes hereunder and under the applicable related Operative Agreements as if originally a party hereto. In addition, that the Total Revolving Loan Commitment of any existing Participant may, at the request of the Lessee and with the consent of such Participant, from time to time be increased by $50,000,000 the execution and delivery by such Participant (in its discretion), the "INCREASE AMOUNT"Administrative Agent, the Trustee and the Lessee of a completed Participant Increase Supplement, substantially in the form of Exhibit R, or in such other form as may be agreed to by the Administrative Agent in its reasonable discretion, and upon such execution and delivery by such parties, the provisions hereof and of the other Operative Agreements which refer to such Commitment shall be deemed amended, mutatis mutandis, to reflect such increase in such Participant's Commitment. The Administrative Agent will cause Schedule I and Schedule II regarding Commitments and Commitment Percentages to be revised, with a copy sent to Lessee, each time a New Party Supplement or Participant Increase Supplement has been delivered in accordance with the terms of this Section 3.11(a). Such request Notwithstanding anything contained herein or in any other Operative Agreement to the contrary, this Section 3.11 shall be irrevocable of no further force and binding effect at such time as the Commitments are reduced for the first time pursuant to Section 3.10 unless such reduction is made solely for the purposes of continuing Advances pursuant to Section 3.5 or 3.6. (b) Upon the delivery of any New Party Supplement or Participant Increase Supplement, the Administrative Agent shall calculate the reallocation of outstanding Loans and Certificate Amounts such that, after giving effect to the increased Commitment represented by such supplement, each Participant holds its applicable share of Loans and Certificate Amounts based on the Borrowerpercentage its Loan Commitment or Certificate Commitment bears to the aggregate Loan Commitments or Certificate Commitments, as applicable (after giving effect to the increased Commitment). The Administrative Agent shall promptly prepare a schedule showing proposed transfers of funds among the Participants to effect the reallocated Loans and Certificate Amounts, and shall provide a copy of such schedule to each Participant. Within ten (10) Business Days following the delivery of such schedule to the Participants, each Participant shall notify the Documentation Administrative Agent and each Lender whether it agrees or disagrees with such calculation. Upon the expiration of such request ten (10) Business Day period, the Administrative Agent shall either confirm to the Participants the correctness of the original schedule, or distribute to the Participants a corrected schedule. On the Payment Date following such confirmation or delivery of a corrected schedule, each Participant shall transfer funds to the other Participants if and to the extent reflected on such schedule, whereupon the Loans and Certificate Amounts, as applicable, of each such Participant shall be deemed reallocated as of such Lender's Commitment Percentage of the Increase Amount. If a Lender agrees, in its individual and sole discretion, to increase its Revolving Loan Commitment (an "ACCEPTING LENDER"), it shall deliver to the Agent a written notice of its agreement to so increase its Revolving Loan Commitment in an amount up to its Commitment Percentage of the Increase Amount no later than 14 days from the date on which the Agent notified the Lenders of such requestdate. To the extent that any Lender fails necessary to accept or respond reflect such reallocated Loans and Certificate Amounts, as applicable, each Participant, the Administrative Agent and the Trustee shall cooperate to effect the exchange of Notes and Certificates, and the issuance of new Notes and Certificates, in each case pursuant to the Borrower's request for an increase in its Revolving applicable provisions of the Loan Commitment (a "DECLINING LENDER"), such Declining Lender's Revolving Loan Commitment shall not be so increased Agreement and the declined amount may be allocated by Trust Agreement, necessary to properly evidence the Agent to one or more Accepting Lenders which, in such Lender's sole Loans and absolute discretion, accepts any such allocation by the Agent in writing. To the extent of any shortfall in the Increase Amount (the "SHORTFALL AMOUNT"), the Borrower may designate one or more Eligible Assignees other than a Lender (which Eligible Assignee shall be acceptable to the Agent) to become a Lender (a "NEW LENDER"), with the aggregate initial Commitments for all such New Lenders in an amount not to exceed the Shortfall Amount. To the extent that there are outstanding Revolving Loans on the date of any increase, a Declining Lender shall assign to any Accepting Lender which increases its Commitment Percentage or any New Lender Certificate Amounts as the Agent may designate, the amount of such Declining Lender's Revolving Loans such that the aggregate amount of its Revolving Loans equals its revised Commitment Percentage of the aggregate of all Revolving Loans of all Lenders. Notwithstanding anything to the contrary herein, the sum of the increase in the Commitments of all Accepting Lenders and the Commitments of all New Lenders shall not exceed the Increase Amount. The increase in the Commitments of Accepting Lenders and the assignment to any New Lenders shall occur on such date as determined by the Agent, with prior notice thereof to the Borrower, the Documentation Agent, the Lenders and the New Lenders. Prior to such increase, the Borrower agrees to execute new Notes reflecting the increased Commitments of all Lenders and New Lenders and deliver same to the Agent, which shall deliver each Lender's new Note upon surrender of its old Note. Borrower agrees that it shall compensate each Lender that has had its Commitment Percentage reduced pursuant to this SECTION 2.1(a)(ii) as required by SECTION 3.6 as if Borrower had prepaid outstanding Eurodollar Loans by the amount of such Eurodollar Loans which were assigned from such Lender to an Accepting Lender or a New Lender pursuant to this SECTION 2.1(a)(ii)so reallocated.

Optional Commitment Increase. So long as no Event of Default or Unmatured Event of Default exists, (a) The Primary Borrower shall have the Borrower may make one request right at any one time after during the 90th day after period commencing on the Closing Date and ending on the first anniversary thereof to increase the Total Revolving Credit Commitments to an aggregate amount not to exceed $200,000,000 (i) by requesting in writing that any Lender or Lenders increase the amount of each such Lender's Revolving Credit Commitment or (ii) if, within 21 days of receipt of such request Lenders have not indicated their willingness to increase the Total Revolving Credit Commitments to the requested amount, by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender or Lenders hereunder; provided, that (x) the addition of any bank or financial institution becoming a Lender pursuant to clause (ii) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), (y) the Revolving Credit Commitment of any bank or other financial institution becoming a Lender pursuant to clause (ii) above shall be at least $10,000,000 (except that in the event that the aggregate amount of the increase of Revolving Credit Commitments pursuant to clause (i) above shall be greater than $40,000,000 and less than $50,000,000, the Revolving Credit Commitment of one bank or financial institution becoming a Lender pursuant to clause (ii) above may be less than $10,000,000) and (z) the amount of the increase of any Lender's Revolving Credit Commitment pursuant to clause (i) above shall be at least $5,000,000. (b) Any increase in the Total Revolving Credit Commitments pursuant to Section 2.25(a)(i) shall be effective only upon the execution and delivery to the Primary Borrower and the Administrative Agent of a commitment increase supplement in substantially the form of Exhibit K (a "REVOLVING COMMITMENT INCREASE SUPPLEMENT"), which Revolving Commitment Increase Supplement shall be delivered to the Administrative Agent not less than five Business Days prior to May 15the date on which the increase provided for therein is to become effective (the "REVOLVING COMMITMENT INCREASE DATE") and shall specify (i) the amount of any increase in the Revolving Credit Commitment of any Lender and (ii) the Revolving Commitment Increase Date. (c) Any additional bank, 2002financial institution or other entity which elects to become a party to this Agreement and provide a Revolving Credit Commitment pursuant to Section 2.25 (a)(ii) shall execute a New Lender Supplement (each, by written notice to a "NEW LENDER SUPPLEMENT") with the Agent Borrowers and the Administrative Agent, substantially in the form of Exhibit 2.1(a)(iiL. Upon its receipt of a New Lender Supplement executed by an additional bank, financial institution or other entity which elects to become a party to this Agreement and provide a Revolving Credit Commitment pursuant to Section 2.25(a)(ii) hereto(and which has been approved by the Administrative Agent as provided in Section 2.25(a)), that the Administrative Agent shall (i) promptly accept such New Lender Supplement and (ii) record the information and Revolving Credit Commitment contained therein in the Register on the effective date determined pursuant thereto, whereupon such bank, financial institution or other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) If the Total Revolving Loan Commitment be Credit Commitments are increased by $50,000,000 (the "INCREASE AMOUNT"). Such request shall be irrevocable and binding on the Borrower. The Agent shall promptly notify the Documentation Agent and each Lender of such request and of such Lender's Commitment Percentage of the Increase Amount. If a Lender agrees, in its individual and sole discretion, pursuant to increase its Revolving Loan Commitment (an "ACCEPTING LENDER"), it shall deliver to the Agent a written notice of its agreement to so increase its Revolving Loan Commitment in an amount up to its Commitment Percentage of the Increase Amount no later than 14 days from the date on which the Agent notified the Lenders of such request. To the extent that any Lender fails to accept or respond to the Borrower's request for an increase in its Revolving Loan Commitment (a "DECLINING LENDER"), such Declining Lender's Revolving Loan Commitment shall not be so increased and the declined amount may be allocated by the Agent to one or more Accepting Lenders which, in such Lender's sole and absolute discretion, accepts any such allocation by the Agent in writing. To the extent of any shortfall in the Increase Amount (the "SHORTFALL AMOUNT"), the Borrower may designate one or more Eligible Assignees other than a Lender (which Eligible Assignee shall be acceptable to the Agent) to become a Lender (a "NEW LENDER"), with the aggregate initial Commitments for all such New Lenders in an amount not to exceed the Shortfall Amount. To the extent that there are outstanding Revolving Loans on the date of any increase, a Declining Lender shall assign to any Accepting Lender which increases its Commitment Percentage or any New Lender as the Agent may designatethis Section 2.25, the amount of such Declining Lender's increase shall, from and after the Revolving Commitment Increase Date, be available for usage by the Additional Borrower as Revolving Credit Loans and Letters of Credit (it being understood that such amount shall not be available for usage by the Additional Borrower as Swingline Loans); PROVIDED that the aggregate amount of its Revolving Loans equals its revised Commitment Percentage not more than $10,000,000 of the aggregate of all Revolving Loans of all Lenders. Notwithstanding anything L/C Commitment shall be available to the contrary herein, Additional Borrower for the sum issuance of the Letters of Credit in accordance with Section 3. (e) Any increase in the Total Revolving Credit Commitments of all Accepting Lenders and the Commitments of all New Lenders pursuant to this Section 2.25 shall not exceed be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the Revolving Commitment Increase AmountDate; (ii) each of the representations and warranties made by each Borrower in Section 4, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on the Revolving Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (iii) the Administrative Agent shall have received such corporate resolutions, legal opinions and other documents which it shall reasonably request with respect to the obligations of the Additional Borrower hereunder. The Each notice requesting an increase in the Total Revolving Credit Commitments of Accepting Lenders and the assignment to any New Lenders shall occur on such date as determined by the Agent, with prior notice thereof to the Borrower, the Documentation Agent, the Lenders and the New Lenders. Prior to such increase, the Borrower agrees to execute new Notes reflecting the increased Commitments of all Lenders and New Lenders and deliver same to the Agent, which shall deliver each Lender's new Note upon surrender of its old Note. Borrower agrees that it shall compensate each Lender that has had its Commitment Percentage reduced pursuant to this SECTION 2.1(a)(iiSection 2.25 shall constitute a certification to the effect set forth in clauses (i) as required by SECTION 3.6 as if Borrower had prepaid outstanding Eurodollar Loans by the amount and (ii) of such Eurodollar Loans which were assigned from such Lender to an Accepting Lender or a New Lender pursuant to this SECTION 2.1(a)(iiSection 2.25(e). (f) No Lender shall at any time be required to agree to a request of the Primary Borrower to increase its Revolving Credit Commitment or obligations hereunder.

Optional Commitment Increase. So long as no Event of Default or Unmatured Event of Default exists, the Borrower may make one request at any time after the 90th day after the Closing Restatement Date and prior to May 15, 2002, by written notice to the Agent in the form of Exhibit EXHIBIT 2.1(a)(ii) hereto, that the Total Revolving Loan Commitment be increased by $50,000,000 (the "INCREASE AMOUNT"). Such request shall be irrevocable and binding on the Borrower. The Agent shall promptly notify the Documentation Agent and each Lender of such request and of such Lender's Commitment Percentage of the Increase Amount. If a Lender agrees, in its individual and sole discretion, to increase its Revolving Loan Commitment (an "ACCEPTING LENDER"), it shall deliver to the Agent a written notice of its agreement to so increase its Revolving Loan Commitment in an amount up to its Commitment Percentage of the Increase Amount no later than 14 days from the date on which the Agent notified the Lenders of such request. To the extent that any Lender fails to accept or respond to the Borrower's request for an increase in its Revolving Loan Commitment (a "DECLINING LENDER"), such Declining Lender's Revolving Loan Commitment shall not be so increased and the declined amount may be allocated by the Agent to one or more Accepting Lenders which, in such Lender's sole and absolute discretion, accepts any such allocation by the Agent in writing. To the extent of any shortfall in the Increase Amount (the "SHORTFALL AMOUNT"), the Borrower may designate one or more Eligible Assignees other than a Lender (which Eligible Assignee shall be acceptable to the Agent) to become a Lender (a "NEW LENDER"), with the aggregate initial Commitments for all such New Lenders in an amount not to exceed the Shortfall Amount. To the extent that there are outstanding Revolving Loans on the date of any increase, a Declining Lender shall assign to any Accepting Lender which increases its Commitment Percentage or any New Lender as the Agent may designate, the amount of such Declining Lender's Revolving Loans such that the aggregate amount of its Revolving Loans equals its revised Commitment Percentage of the aggregate of all Revolving Loans of all Lenders. Notwithstanding anything to the contrary herein, the sum of the increase in the Commitments of all Accepting Lenders and the Commitments of all New Lenders shall not exceed the Increase Amount. The increase in the Commitments of Accepting Lenders and the assignment to any New Lenders shall occur on such date as determined by the Agent, with prior notice thereof to the Borrower, the Documentation Agent, the Lenders and the New Lenders. Prior to such increase, the Borrower agrees to execute new Notes reflecting the increased Commitments of all Lenders and New Lenders and deliver same to the Agent, which shall deliver each Lender's new Note upon surrender of its old Note. Borrower agrees that it shall compensate each Lender that has had its Commitment Percentage reduced pursuant to this SECTION 2.1(a)(ii) as required by SECTION 3.6 as if Borrower had prepaid outstanding Eurodollar Loans by the amount of such Eurodollar Loans which were assigned from such Lender to an Accepting Lender or a New Lender pursuant to this SECTION 2.1(a)(ii).