Common use of Requests for Increase by Company Clause in Contracts

Requests for Increase by Company. The Company may at any time (but in no event more frequently that once during any three month period) propose that the aggregate amount of the Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the name of the Person or Persons that will provide additional Commitments (which may be either an existing Lender (each an “Increasing Lender”) and/or any Person not then a Lender (each an “Assuming Lender”), in each case with the consent of Administrative Agent and each Issuing Bank (which such consent shall not be unreasonably withheld)) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and prior to the Commitment Termination Date; provided that: (A) immediately after giving effect to such Commitment Increase, the aggregate amount of the Commitments hereunder shall not exceed the Commitments as of the Effective Date plus $500,000,000; (B) each proposed Commitment Increase hereunder shall be in an aggregate minimum amount of $50,000,000, provided that the minimum amount of the Commitment of any Assuming Lender as part of such Commitment Increase shall be at least $25,000,000; (C) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; (D) the representations and warranties contained in Section 7 shall be correct on and as of the 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 specific date, as of such specific date); and (E) immediately after giving effect to such Commitment Increase, no Lender shall hold more than 20% of the aggregate amount of the Commitments.

Requests for Increase by Company. The Company may at any time (but in no event more frequently that once during any three month period) Borrower may, for a period of 45 days after the date hereof, by notice to the Administrative Agent, propose that the aggregate amount of the Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the name effective as of the Person or Persons that will provide additional Commitments (which may be either an existing Lender (each an “Increasing Lender”) and/or any Person not then a Lender (each an “Assuming Lender”), in each case with the consent of Administrative Agent and each Issuing Bank (which such consent shall not be unreasonably withheld)) and the date on which such increase is to be effective (the “Commitment Increase Date”), which ) that shall be a Business Day at least three Business Days after delivery of specified in such notice and that shall be prior to the Commitment Approved Termination Date; provided that: (A) immediately after giving effect to such the proposed Commitment Increase, Increase in respect of the Commitment of either (i) any Increasing Lender or (ii) any Assuming Lender for each Commitment Increase Date shall be in the aggregate amount of the Commitments hereunder shall not exceed the Commitments as of the Effective Date plus $500,000,000; (B) each proposed Commitment Increase hereunder shall be in an aggregate minimum amount 10,000,000 or a multiple of $50,000,0001,000,000 in excess thereof, provided that the minimum amount of the Commitment of any Assuming Lender as part of such Commitment Increase shall be $15,000,000, (B) in no event shall the aggregate amount of the Commitments hereunder, and under the 364-Day Credit Agreement, dated as of the date hereof, among the Borrower, Allegheny Generating Company, the Lenders named therein, Citibank, as administrative agent, and Bank One, as issuer of letters of credit, at least any time exceed $25,000,000;1,000,000,000, (C) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase;, and (D) the representations and warranties contained in Section 7 Article IV shall be correct on and as of the 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 date. The Administrative Agent shall notify the Lenders of a specific date, as proposed Commitment Increase promptly upon its receipt of such specific date); and (E) immediately after giving effect any notice from the Borrower with respect to such proposed Commitment Increase. It shall be in each Lender’s sole discretion whether to increase its Commitment hereunder in connection with any proposed Commitment Increase. No later than ten Business Days (or such longer period as the Borrower and the Administrative Agent shall agree) after its receipt of the Borrower’s notice proposing a Commitment Increase, no each Lender that is willing to increase its Commitment hereunder (each such Lender being an “Increasing Lender”) shall deliver to the Administrative Agent a notice in which such Lender shall hold more than 20% set forth the maximum increase in its Commitment to which such Lender is willing to agree, and the Administrative Agent shall promptly provide to the Company a copy of the aggregate amount of the Commitmentssuch Increasing Lender’s notice.

Requests for Increase by Company. The Company may at any time (but in no event more frequently that once during any three month period) time, by notice to the Administrative Agent, propose that the aggregate amount of the Commitments hereunder be increased (each such proposed increase being a “"Commitment Increase”"), by notice to the Administrative Agent specifying the name effective as of the Person or Persons that will provide additional Commitments (which may be either an existing Lender (each an “Increasing Lender”) and/or any Person not then a Lender (each an “Assuming Lender”), in each case with the consent of Administrative Agent and each Issuing Bank (which such consent shall not be unreasonably withheld)) and the date on which such increase is to be effective (the “"Commitment Increase Date”), which ") that shall be a Business Day at least three Business Days after delivery of specified in such notice and that shall be prior to the Commitment Termination Date; provided that: (A) immediately after giving effect to such the Company may not propose more than one Commitment Increase, Increase during any calendar month, (B) the proposed Commitment Increase in respect of the Commitment of either (i) any Increasing Lender or (ii) any Assuming Lender for each Commitment Increase Date shall be in the aggregate amount of the Commitments hereunder shall not exceed the Commitments as of the Effective Date plus $500,000,000; (B) each proposed Commitment Increase hereunder shall be in an aggregate minimum amount 10,000,000 or a multiple of $50,000,0001,000,000 in excess thereof, provided that the minimum amount of the Commitment of any Assuming Lender as part of such Commitment Increase shall be at least $25,000,000;20,000,000, 364-Day Credit Agreement (C) in no event shall the aggregate amount of the Commitments hereunder, and under the 5-Year Credit Agreement, at any time exceed $2,350,000,000, (D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase;, (DE) the representations and warranties contained in Section 7 Article III shall be correct on and as of the 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 specific date, as of such specific date); and (EF) immediately after giving effect to such Commitment Increase, no Lender shall hold more than 20% of the aggregate amount of the Commitments. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of any notice from the Company with respect to such proposed Commitment Increase. It shall be in each Lender's sole discretion whether to increase its Commitment hereunder in connection with any proposed Commitment Increase. No later than 10 Business Days (or such longer period as the Company and the Administrative Agent shall agree) after its receipt of the Company's notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder (each such Lender being an "Increasing Lender") shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree, and the Administrative Agent shall promptly provide to the Company a copy of such Increasing Lender's notice.

Requests for Increase by Company. The Company may at any time (but in no event more frequently that once during any three month period) time, by notice to the Administrative Agent, propose that the aggregate amount of the Commitments hereunder be increased (each such proposed increase being a “"Commitment Increase”"), by notice to the Administrative Agent specifying the name effective as of the Person or Persons that will provide additional Commitments (which may be either an existing Lender (each an “Increasing Lender”) and/or any Person not then a Lender (each an “Assuming Lender”), in each case with the consent of Administrative Agent and each Issuing Bank (which such consent shall not be unreasonably withheld)) and the date on which such increase is to be effective (the “"Commitment Increase Date”), which ") that shall be a Business Day at least three Business Days after delivery of specified in such notice and that shall be prior to the Commitment Termination Date; provided that: (A) immediately after giving effect to such the Company may not propose more than one Commitment Increase, Increase during any calendar month, (B) the proposed Commitment Increase in respect of the Commitment of either (i) any Increasing Lender or (ii) any Assuming Lender for each Commitment Increase Date shall be in the aggregate amount of the Commitments hereunder shall not exceed the Commitments as of the Effective Date plus $500,000,000; (B) each proposed Commitment Increase hereunder shall be in an aggregate minimum amount 10,000,000 or a multiple of $50,000,0001,000,000 in excess thereof, provided that the minimum amount of the Commitment of any Assuming Lender as part of such Commitment Increase shall be at least $25,000,000;20,000,000, (C) in no event shall the aggregate amount of the Commitments hereunder at any time exceed $1,600,000,000, (D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase;, (DE) the representations and warranties contained in Section 7 Article III shall be true and correct on and as of the 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 specific date, as of such specific date); and (EF) immediately after giving effect to such Commitment Increase, no Lender shall hold more than 20% of the aggregate amount of the Commitments. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of any notice from the Company with respect to such proposed Commitment Increase. It shall be in each Lender's sole discretion whether to increase its Commitment hereunder in connection with any proposed Commitment Increase. No later than 10 Business Days (or such longer period as the Company and the Administrative Agent shall agree) after its receipt of the Company's notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder (each such Lender being an "Increasing Lender") shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree, and the Administrative Agent shall promptly provide to the Company a copy of such Increasing Lender's notice.

Requests for Increase by Company. The Company may at any time (but in no event more frequently that once during any three month period) propose that the aggregate amount of the Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”"COMMITMENT INCREASE"), by notice to the Administrative Agent specifying the name of the Person or Persons that will provide additional Commitments (which may be either an existing Lender (each an “Increasing Lender”"INCREASING LENDER") and/or any Person not then a Lender (each an “Assuming Lender”), in each case with the consent of Administrative Agent and each Issuing Bank (which such consent shall not be unreasonably withheld"ASSUMING LENDER")) and the date on which such increase is to be effective (the “Commitment Increase Date”"COMMITMENT INCREASE DATE"), which shall be a Business Day at least three Business Days after delivery of such notice and prior to the Commitment Termination Date; provided PROVIDED that: (A) immediately after giving effect to such Commitment Increase, the aggregate amount of the Commitments hereunder and the commitments under the Other Credit Agreement shall not exceed the Commitments as of the Effective Date plus $500,000,0001,500,000,000; (B) each proposed Commitment Increase hereunder hereunder, together with any proposed commitment increase to be effected simultaneously under the Other Credit Agreement, shall be in an aggregate minimum amount of $50,000,000, provided PROVIDED that the minimum amount of the Commitment of any Assuming Lender as part of such Commitment Increase shall be at least $25,000,00010,000,000; (C) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; (D) the representations and warranties contained in Section 7 shall be correct on and as of the 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 specific date, as of such specific date); and (E) immediately after giving effect to such Commitment Increase, no Lender shall hold more than 20% of the aggregate amount of the Commitments.