Additional Revolving Commitments. (a) On one or more occasions, by written notice to the Administrative Agent, during the Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of all the Additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which shall be in a minimum amount of $10,000,000. (b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans. (c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 2 contracts
Sources: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Additional Revolving Commitments. Eversource may, at any time and from time to time (ai) On one or more occasionsprior to the Term Out Exercise Date, in the event that the Term Out Option is exercised by the Borrowers in accordance with Section 2.06(b), and (ii) during the term of this Agreement, in the event that the Term Out Option is not exercised by the Borrowers in accordance with Section 2.06(b), in each case of the foregoing clauses (i) and (ii), upon prior written notice by Eversource to the Administrative Agent, during increase the Aggregate Revolving Availability Period, Commitments (but not the Swing Line Sublimit or any Borrower may request the establishment of Additional Revolving Commitments; provided that the Sublimit) by a maximum aggregate amount of all the Additional up to One-Hundred Million Dollars ($100,000,000) with additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional from any existing Lender with a Revolving Commitment or new Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to from any other Person selected by the Administrative Agent) after the date on which such notice is delivered Eversource and acceptable to the Administrative Agent; Agent and the Swing Line Lender (ii) the amount or a combination of the Additional Revolving Commitments being requestedforegoing); provided, which that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000.), and in integral multiples of Five Million Dollars ($5,000,000) in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of effectiveness thereofsuch increase (in sufficient copies for each Lender), both immediately prior to executed by a Responsible Officer of the applicable Borrower, (A) certifying and immediately attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereofincrease, the representations and warranties of contained in Article VI and the Borrower set forth in the other Loan Documents shall be are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwisecorrect, in all material respects, in each case on on, and as of, the date of such dateincrease, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty shall have been so case, they are true and correct on and correct, in all material respects, as of such prior dateearlier date (and except that, (iiifor purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) after giving effect and Section 6.05(b) shall be deemed to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder refer to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial recent statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made furnished pursuant to Section 4.4 in connection with such Additional Revolving Commitments 7.01(a) and the related transactions under this SectionSection 7.01(b), respectively); (vii) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates opinions and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction Agent; and (viiii) after giving effect to such Additional Revolving Commitments, (A) upon the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent reasonable request of any Lender, effect Eversource shall have provided to such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if and such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a reasonably satisfied with, the documentation and other information so requested in connection with applicable “Lenderknow your customer” and a “Revolving Loan Lender” hereunderanti-money-laundering rules and regulations, and henceforth shall be entitled to all including, without limitation, the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsPatriot Act, and (B) (1) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Additional Revolving Commitment Borrower. Each Borrower shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender prepay any Loans owing by it and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On outstanding on the date of effectiveness of any Additional such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase Commitments arising from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests any non-ratable increase in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving CommitmentCommitments under this Section 2.15.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement
Additional Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and acceptable to the Administrative Agent and the Swing Line Lender; provided that:
(a) On one or more occasions, by written notice to the Administrative Agent, during the Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of all the Additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each any such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which increase shall be in a minimum principal amount of $10,000,000.10,000,000 and in integral multiples of $5,000,000 in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred exist and be continuing on at the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case time of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct increase or would result from any Borrowing on and as the day of such prior date, increase;
(iiic) after giving effect no existing Lender shall be under any obligation to increase its Revolving Commitment and any such Additional decision whether to increase its Revolving Commitments Commitment shall be in such Lender’s sole and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, absolute discretion;
(Ad) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements any new Lender shall have been or were join this Agreement by executing such joinder documents required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with and/or any such transaction and (vi) after giving effect existing Lender electing to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each increase its Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments shall have executed a commitment agreement satisfactory to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.;
(d) It is agreed that (ie) any existing Lender approached to provide or any Additional new Lender providing a portion of the increase in Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must Commitments shall be reasonably acceptable to the Administrative Agent, the Issuing Bank Agent and the Swing Line Lender. Upon ; and
(f) as a condition precedent to such increase, the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, Borrower shall deliver to the Administrative Agent (A) a certificate of the Borrower dated as of the date of such Additional Revolving Lender increase (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to be a “Lender” refer to the most recent statements furnished pursuant to clauses (a) and a “Revolving Loan Lender” hereunder(b), and henceforth shall be entitled to all the rights ofrespectively, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsSection 7.01, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender legal opinions and (2) the Revolving Loan Commitment Amount shall be increased other documents reasonably requested by the amount of such Additional Revolving CommitmentAdministrative Agent. For the avoidance of doubt, upon the effectiveness of The Borrower shall prepay any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, Loans owing by it and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On outstanding on the date of effectiveness of any Additional such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase Commitments arising from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests any nonratable increase in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving CommitmentCommitments under this Section.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co)
Additional Revolving Commitments. (a) On one or more occasions, by written Upon notice to the Administrative Agent, during at any time after the Revolving Availability PeriodAmendment Closing Date, the Borrower may request the establishment of Additional Revolving Credit Commitments; provided that (i) after giving effect to any such addition, the aggregate amount of all the Additional Revolving Credit Commitments established hereunder that have been added pursuant to this Section 2.14 shall not exceed $100,000,000. Each 50,000,000, (ii) any such notice addition shall specify be in an aggregate amount of $15,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiii) the final maturity date on which the Borrower proposes that the of any Additional Revolving Credit Loans shall be no earlier than the Maturity Date for the Revolving Credit Loans, and (iv) such Additional Revolving Credit Commitments shall be effectivefirst offered to the then existing Lenders, which shall have a right of first refusal (but not an obligation) to increase their Revolving Credit Commitments by a pro rata amount, and any such lenders which become party hereto which are not then existing Lenders shall be a date not less than 10 Business Days (or such shorter period as may be agreed subject to by the approval of the Administrative Agent) after Agent and the date on which Borrower (such notice is delivered approval not to the Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which shall be in a minimum amount of $10,000,000unreasonably withheld or delayed).
(b) The terms and conditions of If any Additional Revolving Commitment Credit Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) and the final amount of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders (which may include Persons reasonably acceptable to the Administrative Agent and the Borrower that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, the Borrower shall deliver to the Administrative Agent (1) a certificate of the Borrower dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Article 5 and the other extensions Loan Documents are true and correct in all material respects on and as of credit the Additional Commitments Effective Date, except to be made thereunder the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be identical deemed to those of refer to the Revolving Loan Commitments and Revolving Loans and other extensions of credit made most recent financial statements furnished pursuant to Revolving Loan Commitments hereundersubsections (a) and (b), and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions respectively, of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
Section 6.01, (c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (iii) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both exists immediately prior to and before or immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such dateaddition, (iiiii) on UHS and its Restricted Subsidiaries shall be in Pro Forma Compliance with the date of effectiveness thereof, the representations and warranties of the Borrower financial covenant set forth in the Loan Documents shall be true and correct Section 7.11 as of (A) in the case of the representations and warranties qualified as to materiality, in all respects Additional Commitments Effective Date and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required determination period after giving Pro Forma Effect to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments Credit Commitment, as applicable, the making of Additional Revolving Credit Loans, as the case may be, in respect thereof and the related transactions under this Section, any Investment or Disposition to be consummated in connection therewith and (v2) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutionsother officer’s certificates, secretary’s certificates, officer’s certificates legal opinions and other similar documents customary closing documentation as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such shall reasonably request. On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person which is providing an Additional Revolving CommitmentsCredit Commitment shall become a “Lender”, the Revolving Loan Commitment Amount shall not exceed the greater as applicable, for all purposes of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateDocuments.
(c) Any other terms of and documentation entered into in respect of any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, to the opinion of extent not consistent with the Revolving Credit Commitments, as the case may be, shall be reasonably satisfactory to the Administrative Agent. Any Additional Revolving Credit Commitments, as applicable, made or provided pursuant to give effect to this Section 2.14 shall be evidenced by one or more entries in the Register maintained by the Administrative Agent in accordance with the provisions of this Sectionset forth in Section 2.11.
(d) It is agreed that (i) This Section 2.14 shall supersede any Lender approached provisions in Section 10.01 to provide the contrary. Notwithstanding any Additional Revolving Commitment other provision of any Loan Document, the Loan Documents may elect or declinebe amended by the Administrative Agent and the Loan Parties, in its sole discretionif necessary, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign for terms applicable to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Additional Revolving Commitments. 1.1. Each Commitment Increase Lender hereby acknowledges and agrees that it hereby provides an increase to its Revolving Commitment or a new Revolving Commitment, as the case may be, in the amount set forth opposite such Commitment Increase Lender’s name on Schedule A to this Amendment and each party hereto acknowledges and agrees that, after giving effect to the terms and provisions of this Amendment, including, without limitation, the proposed Commitment Increase, the Commitments of each Lender shall be as set forth on Schedule A to this Amendment.
1.2. Each Commitment Increase Lender:
(a) On one or more occasions, by written notice to the Administrative Agent, during the Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided confirms that the aggregate amount of all the Additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be it has received a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount copy of the Additional Revolving Commitments being requestedCredit Agreement and the other Loan Documents, which shall be in a minimum amount together with copies of $10,000,000.the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment;
(b) The terms agrees that it will, independently and conditions of without reliance upon the Administrative Agent or any Additional Revolving Commitment other Lender or Agent and other extensions of based on such documents and information as it shall deem appropriate at the time, continue to make its own credit to be made thereunder shall be identical to those of decisions in taking or not taking action under the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.Credit Agreement;
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed appoints and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the authorizes Administrative Agent and Collateral Agents to take such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates action as agent on its behalf and other similar documents as shall reasonably be requested by to exercise such powers under the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and the Collateral Agents, as the case may be necessary or appropriatebe, in by the opinion of the Administrative Agentterms thereof, to give effect to the provisions of this Section.together with such powers as are reasonably incidental thereto; and
(d) It is agreed that (i) any solely with respect to each Commitment Increase Lender approached to provide any Additional providing a new Revolving Commitment may elect or declinehereunder, in acknowledges and agrees that upon its sole discretion, to provide execution of this Amendment such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Increase Lender shall be deemed to be automatically and without further action become a “Lender” and a “Revolving Loan Lender” hereunderunder, and henceforth shall be entitled to for all the rights purposes of, the Credit Agreement and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.
1.3. Each Commitment Increase Lender hereby agrees to make its new Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be or increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, as the case may be, on the following terms and conditions:
(a) The terms and provisions of any Revolving Commitments and Revolving Loans provided in connection with the Commitment Increase shall be identical to the Revolving Exposure of Commitments and Revolving Loans under the Additional Credit Agreement as in effect immediately prior to giving effect to this Amendment.
(b) Except as expressly set forth in this Amendment, the increased Revolving Lender holding such Commitment, Commitments and the Revolving Loan Percentage of each Loans made thereunder, shall be subject to the provisions of the Revolving Credit Agreement and the other Loan Lenders, shall automatically be adjusted to give effect theretoDocuments.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Sources: Amendment No. 2 and Increase Joinder Agreement (PBF Energy Inc.)
Additional Revolving Commitments. (a) On At any time after the Syndication Date and prior to the fourth anniversary of the Closing Date, the Borrower and any one or more occasionsLenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by written notice executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, during the Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that (i) the aggregate amount of all the Additional incremental Revolving Commitments established hereunder obtained pursuant to this Section 2.7(a) shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective150,000,000, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount of the Additional incremental Revolving Commitments being requestedmay not be made, which obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,00025,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) The terms and conditions of any Additional Revolving Commitment and Any additional bank, financial institution or other extensions of credit to be made thereunder shall be identical to those entity which, with the consent of the Revolving Loan Commitments Borrower and Revolving Loans the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.7(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, the same extent as if originally a party hereto and shall be treated as a single class with such Revolving Loan Commitments bound by and Revolving Loans and extensions entitled to the benefits of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loansthis Agreement.
(c) The Additional On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be effected pursuant used to one or more Additional prepay the Revolving Commitment Agreements executed and delivered by Loans of other Lenders, so that, after giving effect thereto, the Borrower, each Additional resulting Revolving Lender providing such Additional Revolving Commitments and Loans outstanding are allocated among the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (iLenders in accordance with Section 2.14(a) no Default or Event of Default shall have occurred and be continuing based on the date respective Revolving Percentages of effectiveness thereof, both immediately prior to and immediately the Lenders after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Increased Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionClosing Date.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Sources: Credit Agreement (Synopsys Inc)
Additional Revolving Commitments. (a) On one or more occasionsEversource may, by at any time and from time to time, upon prior written notice by Eversource to the Administrative Agent, during increase the Aggregate Revolving Availability Period, Commitments (but not the Swing Line Sublimit or any Borrower may request the establishment of Additional Revolving Commitments; provided that the Sublimit) by a maximum aggregate amount of all the Additional up to Two-Hundred Fifty Million Dollars ($250,000,000) with additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional from any existing Lender with a Revolving Commitment or new Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to from any other Person selected by the Administrative Agent) after the date on which such notice is delivered Eversource and acceptable to the Administrative Agent; Agent and the Swing Line Lender (ii) the amount or a combination of the Additional Revolving Commitments being requestedforegoing); provided, which that:
(1) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000.) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i2) no Default or Event of Default with respect to any Borrower shall have occurred exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(3) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion; CHAR1\▇▇▇▇▇▇▇▇▇ 2
(4) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(5) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and
(6) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of effectiveness thereofsuch increase (in sufficient copies for each Lender), both immediately prior to executed by a Responsible Officer of the applicable Borrower, (A) certifying and immediately attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereofincrease, the representations and warranties of contained in Article VI and the Borrower set forth in the other Loan Documents shall be are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwisecorrect, in all material respects, in each case on on, and as of, the date of such dateincrease, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty shall have been so case, they are true and correct on and correct, in all material respects, as of such prior dateearlier date (and except that, (iiifor purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) after giving effect and Section 6.05(b) shall be deemed to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder refer to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial recent statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made furnished pursuant to Section 4.4 in connection with such Additional Revolving Commitments 7.01(a) and the related transactions under this SectionSection 7.01(b), respectively); (vii) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates opinions and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction Agent; and (viiii) after giving effect to such Additional Revolving Commitments, (A) upon the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent reasonable request of any Lender, effect Eversource shall have provided to such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if and such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a reasonably satisfied with, the documentation and other information so requested in connection with applicable “Lenderknow your customer” and a “Revolving Loan Lender” hereunderanti-money-laundering rules and regulations, and henceforth shall be entitled to all including, without limitation, the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsPatriot Act, and (B) (1) to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Additional Revolving Commitment Borrower shall constitute (orhave delivered, to each Lender that so requests, a Beneficial Ownership Certification in the event relation to such Additional Revolving Lender already has a Revolving Loan Commitment, Borrower. Each Borrower shall increase) the Revolving Loan Commitment of such Additional Revolving Lender prepay any Loans owing by it and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On outstanding on the date of effectiveness of any Additional such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase Commitments arising from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests any non-ratable increase in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving CommitmentCommitments under this Section 2.15.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Additional Revolving Commitments. (a) On one or more occasions, by written Upon notice to the Administrative Agent, during at any time after the Revolving Availability PeriodAmendment Closing Date, the Borrower may request the establishment of Additional Revolving Credit Commitments; provided that (i) after giving effect to any such addition, the aggregate amount of all the Additional Revolving Credit Commitments established hereunder that have been added pursuant to this Section 2.14 shall not exceed $100,000,000. Each 50,000,000, (ii) any such notice addition shall specify be in an aggregate amount of $15,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiii) the final maturity date on which the Borrower proposes that the of any Additional Revolving Credit Loans shall be no earlier than the Scheduled Maturity Date, and (iv) such Additional Revolving Credit Commitments shall be effectivefirst offered to the then existing Lenders, which shall have a right of first refusal (but not an obligation) to increase their Revolving Credit Commitments by a pro rata amount, and any such lenders which become party hereto which are not then existing Lenders shall be a date not less than 10 Business Days (or such shorter period as may be agreed subject to by the approval of the Administrative Agent) after Agent and the date on which Borrower (such notice is delivered approval not to the Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which shall be in a minimum amount of $10,000,000unreasonably withheld or delayed).
(b) The terms and conditions of If any Additional Revolving Commitment Credit Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) and the final amount of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders (which may include Persons reasonably acceptable to the Administrative Agent and the Borrower that were not Lenders prior to the Additional Commitments Effective Date) of the final amount of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, the Borrower shall deliver to the Administrative Agent (1) a certificate of the Borrower dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Article 5 and the other extensions Loan Documents are true and correct in all material respects on and as of credit the Additional Commitments Effective Date, except to be made thereunder the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be identical deemed to those of refer to the Revolving Loan Commitments and Revolving Loans and other extensions of credit made most recent financial statements furnished pursuant to Revolving Loan Commitments hereundersubsections (a) and (b), and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions respectively, of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
Section 6.01, (c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (iii) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both exists immediately prior to and before or immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such dateaddition, (iiiii) on UHS and its Restricted Subsidiaries shall be in Pro Forma Compliance with the date of effectiveness thereof, the representations and warranties of the Borrower financial covenant set forth in the Loan Documents shall be true and correct Section 7.11 as of (A) in the case of the representations and warranties qualified as to materiality, in all respects Additional Commitments Effective Date and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) determination period after giving effect Pro Forma Effect to such Additional Revolving CommitmentsCredit Commitment, as applicable, the making of Additional Revolving Loan Commitment Amount shall not exceed Credit Loans, as the greater case may be, in respect thereof and any Investment or Disposition to be consummated in connection therewith (provided that the Lenders providing Additional Revolving Credit Commitments the proceeds of which are to be used to finance a Permitted Acquisition may agree (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together solely with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect respect to the effectiveness of such Additional Revolving CommitmentCredit Commitments, but not with respect to any Borrowing thereunder) that the conditions set forth in Section 2.14(b)(1)(i), (ii) and (iii) need only be satisfied on the date of the execution and delivery of the acquisition agreement relating to such Permitted Acquisition) and (2) such other officer’s certificates, secretary’s certificates, legal opinions and other customary closing documentation as the Administrative Agent shall reasonably request. On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person which is providing an Additional Revolving Credit Commitment shall become a “Lender”, as applicable, for all purposes of this Agreement and the other Loan Documents.
(fc) The Any other terms of and documentation entered into in respect of any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, to the extent not consistent with the Revolving Credit Commitments, as the case may be, shall be reasonably satisfactory to the Administrative Agent Agent. Any Additional Revolving Credit Commitments, as applicable, made or provided pursuant to this Section 2.14 shall notify be evidenced by one or more entries in the Lenders promptly upon receipt Register maintained by the Administrative Agent in accordance with the provisions set forth in Section 2.11.
(d) This Section 2.14 shall supersede any provisions in Section 10.01 to the contrary. Notwithstanding any other provision of any notice from Loan Document, the Borrower referred Loan Documents may be amended by the Administrative Agent and the Loan Parties, if necessary, to in Section 2.8(a) and of the effectiveness of any provide for terms applicable to each Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e)Credit Commitment.
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Additional Revolving Commitments. (a) On one or more occasions, by written notice Subject to the consent of the -------------------------------- Administrative Agent, during the Revolving Availability PeriodIssuing Lender and the Swingline Lender, the Borrower Aeroflex may request the establishment of Additional Revolving Commitments; provided at any time and from time to time that the aggregate amount of all the Additional existing Revolving Lenders increase their respective Revolving Commitments established hereunder shall not exceed and/or that additional Lenders be added to this Agreement until such time as the Total Revolving Commitments are equal to $100,000,000. Each such notice shall specify 150,000,000; provided, that (i) the date on which the Borrower proposes that the Additional amount of any Lender's increase in its Revolving Commitments Commitment shall be effectiveat least $5,000,000, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) at the amount time of the Additional Revolving Commitments being requestedrelevant request, which shall be in a minimum amount of $10,000,000.
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on or shall result from the date of effectiveness thereof, both immediately prior to proposed increase and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (iiiii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents Aeroflex shall continue to be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, accurate in all material respects. The Borrowers shall (x) first, offer the existing Lenders the opportunity to participate in each case on and as a pro rata increase of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional their respective Revolving Commitments and (y) second, offer one or more additional banks, financial institutions or other entities (approved by the making of Loans and other extensions of credit thereunder Administrative Agent, such approval not to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (Aunreasonably withheld) the Leverage Ratioopportunity to participate in all or a portion of such proposed increase. Schedule 1.1(b) shall be automatically amended to reflect any existing Revolving Lender's increased Revolving Commitment. By its signature of a confirmation of its increased or additional Revolving Commitment in a form satisfactory to Aeroflex and the Administrative Agent (and subsequent to its delivery of a completed or revised Administrative Questionnaire to the Administrative Agent), calculated on each increasing or additional Revolving Lender shall be a pro forma basis as "Revolving Lender" for all purposes hereunder with its increased or additional Revolving Commitment and Schedule 1.1(b) shall be automatically amended to reflect such increasing or additional Revolving Lender's new Revolving Commitment. Upon increasing its Revolving Commitment or becoming a "Revolving Lender" hereunder, each Revolving Lender shall automatically be responsible for its Revolving Percentage of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been Aggregate Exposure and, on one or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio more dates as set forth in Section 7.2.4(a) and (B) an appropriate notice given by the Interest Coverage Ratio, calculated on a pro forma basis as Administrative Agent to each of the most recently ended Fiscal Quarter existing and new or increasing Revolving Lenders (which date or dates may be the last day or days of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1current Interest Periods), shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered pay to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional its Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, Loans or certain of them (with interest rates applicable thereto as are agreed with the Borrowers) which shall automatically then be adjusted applied to give effect thereto.
(e) On prepay amounts outstanding to the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional other Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Additional Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to FIFTY MILLION DOLLARS ($50,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and acceptable to the Administrative Agent and the Swing Line Lender; provided that:
(a) On one or more occasions, by written notice to the Administrative Agent, during the Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of all the Additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each any such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which increase shall be in a minimum principal amount of $10,000,000.10,000,000 and in integral multiples of $5,000,000 in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred exist and be continuing on at the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case time of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct increase or would result from any Borrowing on and as the day of such prior date, increase;
(iiic) after giving effect no existing Lender shall be under any obligation to increase its Revolving Commitment and any such Additional decision whether to increase its Revolving Commitments Commitment shall be in such Lender’s sole and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, absolute discretion;
(Ad) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements any new Lender shall have been or were join this Agreement by executing such joinder documents required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with and/or any such transaction and (vi) after giving effect existing Lender electing to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each increase its Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments shall have executed a commitment agreement satisfactory to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.;
(d) It is agreed that (ie) any existing Lender approached to provide or any Additional new Lender providing a portion of the increase in Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must Commitments shall be reasonably acceptable to the Administrative Agent, the Issuing Bank Agent and the Swing Line Lender. Upon ; and
(f) as a condition precedent to such increase, the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, Borrower shall deliver to the Administrative Agent (A) a certificate of the Borrower dated as of the date of such Additional Revolving Lender increase (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (2) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to be a “Lender” refer to the most recent statements furnished pursuant to clauses (a) and a “Revolving Loan Lender” hereunder(b), and henceforth shall be entitled to all the rights ofrespectively, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsSection 7.01, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender legal opinions and (2) the Revolving Loan Commitment Amount shall be increased other documents reasonably requested by the amount of such Additional Revolving CommitmentAdministrative Agent. For the avoidance of doubt, upon the effectiveness of The Borrower shall prepay any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, Loans owing by it and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On outstanding on the date of effectiveness of any Additional such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase Commitments arising from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests any nonratable increase in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order thatCommitments under this Section. ARTICLE III TAXES, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Sources: Credit Agreement (Public Service Co of New Hampshire)
Additional Revolving Commitments. (a) On At any time after the Closing Date and prior to the fourth anniversary of the Closing Date, the Borrower and any one or more occasionsLenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by written notice executing and delivering to the Administrative AgentAgent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, during the Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that (i) the aggregate amount of all the Additional incremental Revolving Commitments established hereunder obtained pursuant to this Section 2.7(a) shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective150,000,000, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount of the Additional incremental Revolving Commitments being requestedmay not be made, which obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,00025,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(b) The terms and conditions of any Additional Revolving Commitment and Any additional bank, financial institution or other extensions of credit to be made thereunder shall be identical to those entity which, with the consent of the Revolving Loan Commitments Borrower and Revolving Loans the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.7(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, the same extent as if originally a party hereto and shall be treated as a single class with such Revolving Loan Commitments bound by and Revolving Loans and extensions entitled to the benefits of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loansthis Agreement.
(c) The Additional On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be effected pursuant used to one or more Additional prepay the Revolving Commitment Agreements executed and delivered by Loans of other Lenders, so that, after giving effect thereto, the Borrower, each Additional resulting Revolving Lender providing such Additional Revolving Commitments and Loans outstanding are allocated among the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (iLenders in accordance with Section 2.14(a) no Default or Event of Default shall have occurred and be continuing based on the date respective Revolving Percentages of effectiveness thereof, both immediately prior to and immediately the Lenders after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Increased Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionClosing Date.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Sources: Credit Agreement (Synopsys Inc)
Additional Revolving Commitments. (a) On one So long as no Default or more occasionsEvent of Default then exists or would result therefrom, by the Borrower shall have the right at any time and from time to time on or prior to November 9, 2002 and upon at least 15 Business Days prior written notice to the Administrative AgentAgent (which shall promptly notify each of the Lenders), during to request on up to three occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Revolving Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Revolving Availability PeriodLoans pursuant thereto; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Revolving Commitment as a result of any such request by the Borrower Borrower, (ii) until such time, if any, as such Lender has agreed in its sole discretion to provide an Additional Revolving Commitment and executed and delivered to the Administrative Agent an Additional Revolving Commitment Agreement in respect thereof as provided in Section 2.14(b) and such Additional Revolving Commitment Agreement has become effective, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Commitment as in effect prior to giving effect to such Additional Revolving Commitment provided pursuant to this Section 2.14, (iii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may request so provide an Additional Revolving Commitment without the establishment consent of any other Lender but with the prior consent of the Agents (which consents shall not be unreasonably withheld), (iv) each provision of Additional Revolving Commitments; provided that Commitments on a given date pursuant to this Section 2.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $5,000,000 and in integral multiples of $5,000,000 in excess thereof, (v) the aggregate amount of all the Additional Revolving Commitments established hereunder permitted to be provided pursuant to this Section 2.14 shall not exceed $100,000,000. Each such notice shall specify 50,000,000, (ivi) the date on which fees payable to any Lender (including, in the circumstances contemplated by clause (vii) below, any Eligible Transferee who will become a Lender) providing an Additional Revolving Commitment shall be as set forth in the relevant Additional Revolving Commitment Agreement, (vii) if, after the Borrower proposes that has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Revolving Commitments shall pursuant to this Section 2.14 on the terms to be effectiveapplicable thereto, which shall be a date the Borrower has not less than 10 Business Days (or such shorter period as may be agreed received Additional Revolving Commitments in an aggregate amount equal to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the that amount of the Additional Revolving Commitments being requestedwhich the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided above), then the Borrower may request Additional Revolving Commitments from one or more Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency on terms which are no more favorable to any such Eligible Transferee in any respect than the terms offered to the then existing Lenders, PROVIDED that any such Additional Revolving Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $10,000,0005,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 2.14(a) shall be done in coordination with the Administrative Agent.
(b) The terms and conditions At the time of any provision of Additional Revolving Commitments pursuant to this Section 2.14, (i) the Borrower, the Administrative Agent and each Lender or other Eligible Transferee (each, an "Additional RL Lender") which agrees to provide an Additional Revolving Commitment shall execute and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered deliver to the Administrative Agent an Additional Revolving Commitment Agreement substantially in the form of Exhibit P (appropriately completed), subject to such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates modifications in form and other similar documents as shall substance reasonably be requested by satisfactory to the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in appropriate (with the opinion effectiveness of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that (i) any Lender approached to provide any such Additional RL Lender's Additional Revolving Commitment may elect or decline, in its sole discretion, to provide occur upon delivery of such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable Agreement to the Administrative Agent, the Issuing Bank payment of any fees required in connection therewith and the Swing Line Lendersatisfaction of the other conditions in this Section 2.14(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the RL Lenders, and incur additional Revolving Loans from certain other RL Lenders, in each case to the extent necessary so that all of the RL Lenders participate in each outstanding Borrowing of Revolving Loans PRO RATA on the basis of their respective Revolving Commitments (after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.14) and with the Borrower being obligated to pay to the respective RL Lenders the costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing, and (iii) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Agents, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 6.01(b) and such other matters as the Agents may reasonably request. Upon The Administrative Agent shall promptly notify each Lender as to the effectiveness occurrence of an each Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsDate, and (Bx) (1) on each such Additional date, the Total Revolving Commitment shall constitute (orunder, in the event such Additional Revolving Lender already has a Revolving Loan Commitmentand for all purposes of, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount this Agreement shall be increased by the aggregate amount of such Additional Revolving Commitment. For Commitments, and (y) on each such date Annex I shall be deemed modified to reflect the avoidance of doubt, upon the effectiveness of any Additional revised Revolving Commitment, the Revolving Exposure Commitments of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan affected Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Additional Revolving Commitments. (a) On one or more occasionsThe Borrower may, by at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, during increase the Aggregate Revolving Availability Period, Commitments (but not the Borrower may request the establishment of Additional Revolving Commitments; provided that the Swing Line Sublimit) by a maximum aggregate amount of all the Additional up to Fifty Million Dollars ($50,000,000) with additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which from any existing Lender with a CHAR1\1927666v7 Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered and acceptable to the Administrative Agent; Agent and the Swing Line Lender (ii) the amount or a combination of the Additional Revolving Commitments being requestedforegoing); provided, which that:
(1) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000.) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i2) no Default or Event of Default shall have occurred exist and be continuing on at the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case time of any such representation and warranty that expressly relates to a prior dateincrease, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made or would result from any Borrowing on the date day of effectiveness thereof any such increase;
(3) no existing Lender shall be under any obligation to increase its Revolving Commitment, and assuming that all applicable Additional any such decision as to whether to increase its Revolving Commitments are fully drawn, Commitment shall be in such Lender’s sole and absolute discretion;
(A4) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements any new Lender shall have been or were join this Agreement by executing such joinder documents required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with and/or any such transaction and (vi) after giving effect existing Lender electing to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each increase its Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments shall have executed a commitment agreement satisfactory to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.;
(d) It is agreed that (i5) any existing Lender approached to provide or any Additional new Lender providing a portion of the increase in Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must Commitments shall be reasonably acceptable to each of the Administrative Agent, the Issuing Bank Agent and the Swing Line Lender. Upon ; and
(6) as a condition precedent to such increase, the effectiveness Borrower shall deliver to the Administrative Agent: (i) a certificate of an Additional Revolving Commitment the Borrower, dated as of any Additional Revolving the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the Borrower, (A) such Additional Revolving Lender shall be deemed to be a “Lender” certifying and a “Revolving Loan Lender” hereunderattaching the resolutions adopted by the Borrower approving, and henceforth shall be entitled to all the rights of, and benefits accruing or consenting to, Lenders hereunder and shall be bound by all agreementssuch increase, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Additional Revolving Commitments. (a) On one or more occasionsEversource may, by at any time and from time to time, upon prior written notice by Eversource to the Administrative Agent, during increase the Aggregate Revolving Availability Period, Commitments (but not the Swing Line Sublimit or any Borrower may request the establishment of Additional Revolving Commitments; provided that the Sublimit) by a maximum aggregate amount of all the Additional up to Two-Hundred Fifty Million Dollars ($250,000,000) with additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional from any existing Lender with a Revolving Commitment or new 147741843_5 Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to from any other Person selected by the Administrative Agent) after the date on which such notice is delivered Eversource and acceptable to the Administrative Agent; Agent and the Swing Line Lender (ii) the amount or a combination of the Additional Revolving Commitments being requestedforegoing); provided, which that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000.) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default with respect to any Borrower shall have occurred exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of effectiveness thereofsuch increase (in sufficient copies for each Lender), both immediately prior to executed by a Responsible Officer of the applicable Borrower, (A) certifying and immediately attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereofincrease, the representations and warranties of contained in Article VI and the Borrower set forth in the other Loan Documents shall be are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwisecorrect, in all material respects, in each case on on, and as of, the date of such dateincrease, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty shall have been so case, they are true and correct on and correct, in all material respects, as of such prior dateearlier date (and except that, (iiifor purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) after giving effect and Section 6.05(b) shall be deemed to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder refer to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial recent statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made furnished pursuant to Section 4.4 in connection with such Additional Revolving Commitments 7.01(a) and the related transactions under this SectionSection 7.01(b), respectively); (vii) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates opinions and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction Agent; and (viiii) after giving effect to such Additional Revolving Commitments, (A) upon the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent reasonable request of any Lender, effect Eversource shall have provided to such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if and such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a reasonably satisfied with, the documentation and other information so requested in connection with applicable “Lenderknow your customer” and a “Revolving Loan Lender” hereunderanti-money-laundering rules and regulations, and henceforth shall be entitled to all including, without limitation, the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsPatriot Act, and (B) (1) to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Additional Revolving Commitment Borrower shall constitute (orhave delivered, to each Lender that so requests, a Beneficial Ownership Certification in the event relation to such Additional Revolving Lender already has a Revolving Loan Commitment, Borrower. Each Borrower shall increase) the Revolving Loan Commitment of such Additional Revolving Lender prepay any Loans owing by it and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On outstanding on the date of effectiveness of any Additional such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase Commitments arising from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests any non-ratable increase in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving CommitmentCommitments under this Section 2.15.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
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Additional Revolving Commitments. (a) On one or more occasions, by written notice to the Administrative Agent, At any time during the Revolving Availability Commitment Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of all the Additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which shall be in a minimum amount of $10,000,000.
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) if no Default or Event of Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Revolving Commitments, by agreeing with one or more existing Lenders that such Lenders’ Revolving Commitments shall be increased (each such Lender agreeing to increase its Revolving Commitment is hereinafter referred to as an “Increasing Lender”). If the Increasing Lender(s) shall have agreed to increase their respective Revolving Commitments by an aggregate amount less than the increase requested by the Company in accordance with this clause (d), the Company may arrange for one or more banks or other entities, in each case acceptable to the Administrative Agent (each such bank or entity is hereinafter referred to as an “Augmenting Lender”) to commit to making Revolving Loans pursuant to a Revolving Commitment hereunder in an amount no less than $15,000,000. Upon execution and delivery by the Company and each such Increasing Lender and/or Augmenting Lender of an instrument of assumption and such other documentation reasonably requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, each such Increasing Lender and/or Augmenting Lender shall have a Revolving Commitment as therein set forth; provided that (i) such increase may only occur once, on a single date, (ii) the date Company shall provide prompt notice of effectiveness thereof, both immediately such increase to the Administrative Agent not less than 30 days prior to the proposed increase date, which shall promptly notify the other Lenders, (iii) the aggregate amount of all such increases made pursuant to this clause (d) shall not exceed $100,000,000, and immediately (iv) the sum of the Total Revolving Commitment and Total Canadian Commitment, after giving effect to such Additional increase, shall at no time exceed $575,000,000. Upon any increase in the aggregate amount of the Revolving Commitments and the making of Loans and other extensions of credit thereunder pursuant to be made on such datethis clause (d), (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) within five Business Days in the case of all Revolving Loans that are Base Rate Loans outstanding, and at the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as end of such date, except the then current Interest Period with respect thereto in the case of any all Eurodollar Loans then outstanding, the Company shall prepay such representation Loans in their entirety, and, to the extent the Company elects to do so and warranty that expressly relates subject to a prior datethe conditions specified in Section 7, the Company shall reborrow Revolving Loans from the Lenders in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) proportion to their respective Revolving Commitments after giving effect to such Additional increase, until such time as all outstanding Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested held by the Administrative Agent Lenders in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Sectionproportion.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
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Additional Revolving Commitments. (a) On one or more occasionsThe Borrower may, by at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, during increase the Aggregate Revolving Availability Period, Commitments (but not the Borrower may request the establishment of Additional Revolving Commitments; provided that the Swing Line Sublimit) by a maximum aggregate amount of all the Additional up to Fifty Million Dollars ($50,000,000) with additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each such notice shall specify (i) the date on which from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person 147741845_5 selected by the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered and acceptable to the Administrative Agent; Agent and the Swing Line Lender (ii) the amount or a combination of the Additional Revolving Commitments being requestedforegoing); provided, which that:
(a) any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000.) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;
(c) no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(d) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;
(e) any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and
(f) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent: (i) a certificate of the Borrower, dated as of the date of effectiveness thereofsuch increase (in sufficient copies for each Lender), both immediately prior to executed by a Responsible Officer of the Borrower, (A) certifying and immediately attaching the resolutions adopted by the Borrower approving, or consenting to, such increase, and (B) certifying that, before and after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereofincrease, the representations and warranties of contained in Article VI and the Borrower set forth in the other Loan Documents shall be are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwisecorrect, in all material respects, in each case on on, and as of, the date of such dateincrease, except in to the case of any extent that such representation representations and warranty that expressly relates warranties specifically refer to a prior an earlier date, in which case such representation and warranty shall have been so case, they are true and correct on and correct, in all material respects, as of such prior dateearlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) upon the Leverage Ratioreasonable request of any Lender, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered provided to such Lender, and such Lender shall be reasonably satisfied with, the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates documentation and other similar documents as shall reasonably be information so requested by the Administrative Agent in connection with any such transaction applicable “know your customer” and (vi) after giving effect to such Additional Revolving Commitmentsanti-money-laundering rules and regulations, including, without limitation, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that (i) any Lender approached to provide any Additional Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsPatriot Act, and (B) (1) such Additional Revolving Commitment shall constitute (or, in to the event such Additional Revolving Lender already has extent that the Borrower qualifies as a Revolving Loan Commitment, shall increase) “legal entity customer” under the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving CommitmentBeneficial Ownership Regulation, the Revolving Exposure of Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Additional Revolving Lender holding such Commitment, Borrower. The Borrower shall prepay any Loans owing by it and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On outstanding on the date of effectiveness of any Additional such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to 147741845_5 keep the outstanding Loans ratable with any revised Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase Commitments arising from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests any non-ratable increase in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving CommitmentCommitments under this Section 2.15.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
Appears in 1 contract
Additional Revolving Commitments. (a) On one or more occasions, by Upon Holding’s written notice to the Administrative Agent, during the on any Subsequent Effective Date one or more Additional Lenders may, in their sole and absolute discretion, provide additional Revolving Availability PeriodCommitments in an amount in excess of $25,000,000, the Borrower may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of all the Additional such additional Revolving Commitments established hereunder shall not exceed the difference of (A) $100,000,000. Each such notice shall specify 150,000,000 minus (iB) the date on total of (x) the amount (if any) by which the Borrower proposes Aggregate Revolving Commitment has been increased on all Subsequent Effective Dates that shall have occurred prior to the relevant Subsequent Effective Date pursuant to this Section 2.01(f) plus (y) the amount (if any) by which the aggregate outstanding principal amount of the Term A Loans has been increased on all Subsequent Effective Dates that shall have occurred either prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(d) plus (z) the amount (if any) by which the aggregate outstanding principal amount of the Term B Loans has been increased on all Subsequent Effective Dates that shall have occurred prior to, or simultaneous with, the relevant Subsequent Effective Date pursuant to Section 2.01(e) (each such additional commitment, an “Additional Revolving Commitment”), which Additional Revolving Commitment may thereafter be made available to Holdings as Revolving Loans. Any Additional Lender not already party to this Agreement shall become a party to this Agreement by executing a counterpart signature page to this Agreement and shall be treated as a Revolving Lender for all purposes of this Agreement from and after the Subsequent Effective Date. Once such Additional Revolving Commitments shall be effectivedeemed to have been made available pursuant to this Agreement, which (i) Schedule 2.01(c) hereto shall be a date not less than 10 Business Days deemed to have been amended to include all Additional Lenders holding an Additional Revolving Commitment together with such Additional Lender’s respective Revolving Commitment and Revolving Proportionate Share, (ii) Schedule 2.01(c) hereto shall be deemed to have been amended to adjust the Revolving Proportionate Share of all other Revolving Lenders party hereto, and (iii) the definition of “Aggregate Revolving Commitment” shall be deemed to have been amended to include the Additional Revolving Commitments provided by such Additional Lenders on the relevant Subsequent Effective Date. To effect the foregoing, on the Subsequent Effective Date, the amount of Revolving Loans then outstanding and held by each Revolving Lender shall be adjusted to reflect the changes in the Revolving Lenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swing Line Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Subsequent Effective Date shall be deemed to have assigned on the Subsequent Effective Date, without recourse, to each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date such shorter period portion of such Revolving Loans and participations as may shall be agreed necessary to effectuate such adjustment. Each Revolving Lender increasing its Revolving Proportionate Share on the Subsequent Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Subsequent Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. On and after each Subsequent Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) after the date on which such notice is delivered to Effective Amount of all Revolving Loans and Swingline Loans and the Administrative AgentEffective Amount of all L/C Obligations shall not exceed the combined Revolving Commitments (inclusive of the Additional Revolving Commitments) of the Revolving Lenders; and (ii) the amount Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment (inclusive of its Additional Revolving Commitments being requestedCommitment, which shall be in a minimum amount of $10,000,000.
(b) The terms if any). On and conditions of any after the Subsequent Effective Date, each Additional Lender holding an Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct on and as of such prior date, (iii) after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, (A) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (vi) after giving effect to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents for all purposes with a Revolving Commitment and a Revolving Proportionate Share as may be necessary or appropriateset forth on Schedule 2.01(c), as deemed amended in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d) It is agreed that clause (i) any Lender approached to provide any Additional Revolving Commitment may elect or declineabove, in its sole discretionwith the rights, to provide such Additional Revolving Commitment duties and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then obligations of a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swing Line Lender. Upon the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, (A) such Additional Revolving Lender shall be deemed to be a “Lender” under this Agreement and a “Revolving Loan Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender and (2) the Revolving Loan Commitment Amount shall be increased by the amount of such Additional Revolving Commitment. For the avoidance of doubt, upon the effectiveness of any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On the date of effectiveness of any Additional Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving Commitment.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
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Additional Revolving Commitments. NU may, at any time and from time to time, upon prior written notice by NU to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by NU and acceptable to the Administrative Agent and the Swing Line Lender; provided that:
(a) On one or more occasions, by written notice to the Administrative Agent, during the Revolving Availability Period, the Borrower may request the establishment of Additional Revolving Commitments; provided that the aggregate amount of all the Additional Revolving Commitments established hereunder shall not exceed $100,000,000. Each any such notice shall specify (i) the date on which the Borrower proposes that the Additional Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; and (ii) the amount of the Additional Revolving Commitments being requested, which increase shall be in a minimum principal amount of $10,000,000.10,000,000 and in integral multiples of $5,000,000 in excess thereof;
(b) The terms and conditions of any Additional Revolving Commitment and other extensions of credit to be made thereunder shall be identical to those of the Revolving Loan Commitments and Revolving Loans and other extensions of credit made pursuant to Revolving Loan Commitments hereunder, and shall be treated as a single class with such Revolving Loan Commitments and Revolving Loans and extensions of credit. Any Additional Revolving Loans shall rank pari passu in right of payment and with respect to security with the Revolving Loans.
(c) The Additional Revolving Commitments shall be effected pursuant to one or more Additional Revolving Commitment Agreements executed and delivered by the Borrower, each Additional Revolving Lender providing such Additional Revolving Commitments and the Administrative Agent; provided that no Additional Revolving Commitments shall become effective unless (i) no Default or Event of Default shall have occurred exist and be continuing on at the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Additional Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case time of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been so true and correct increase or would result from any Borrowing on and as the day of such prior date, increase;
(iiic) after giving effect no existing Lender shall be under any obligation to increase its Revolving Commitment and any such Additional decision whether to increase its Revolving Commitments Commitment shall be in such Lender’s sole and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all applicable Additional Revolving Commitments are fully drawn, absolute discretion;
(Ad) the Leverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements any new Lender shall have been or were join this Agreement by executing such joinder documents required to be delivered under Section 7.1.1, shall not exceed the applicable Leverage Ratio as set forth in Section 7.2.4(a) and (B) the Interest Coverage Ratio, calculated on a pro forma basis as of the most recently ended Fiscal Quarter of the Borrower for which financial statements shall have been or were required to be delivered under Section 7.1.1, shall not be less than the applicable Interest Coverage Ratio as set forth in Section 7.2.4(b), (iv) the Borrower shall make any payments required to be made pursuant to Section 4.4 in connection with such Additional Revolving Commitments and the related transactions under this Section, (v) the Borrower shall have delivered to the Administrative Agent such customary legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other similar documents as shall reasonably be requested by the Administrative Agent in connection with and/or any such transaction and (vi) after giving effect existing Lender electing to such Additional Revolving Commitments, the Revolving Loan Commitment Amount shall not exceed the greater of (x) $150,000,000 and (y) the Secured Debt Cap (as defined in the Existing Indentures). Each increase its Revolving Commitment Agreement may, without the consent of any Lender, effect such amendments shall have executed a commitment agreement satisfactory to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.;
(d) It is agreed that (ie) any existing Lender approached to provide or any Additional new Lender providing a portion of the increase in Revolving Commitment may elect or decline, in its sole discretion, to provide such Additional Revolving Commitment and (ii) any Person that the Borrower proposes to become an Additional Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and must Commitments shall be reasonably acceptable to the Administrative Agent, the Issuing Bank Agent and the Swing Line Lender. Upon ; and
(f) as a condition precedent to such increase, NU shall deliver to the effectiveness of an Additional Revolving Commitment of any Additional Revolving Lender, Administrative Agent (A) a certificate of each Borrower dated as of the date of such Additional Revolving Lender increase (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (1) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (2) in the case of NU, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to be a “Lender” refer to the most recent statements furnished pursuant to clauses (a) and a “Revolving Loan Lender” hereunder(b), and henceforth shall be entitled to all the rights ofrespectively, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan DocumentsSection 7.01, and (B) (1) such Additional Revolving Commitment shall constitute (or, in the event such Additional Revolving Lender already has a Revolving Loan Commitment, shall increase) the Revolving Loan Commitment of such Additional Revolving Lender legal opinions and (2) the Revolving Loan Commitment Amount shall be increased other documents reasonably requested by the amount of such Additional Revolving CommitmentAdministrative Agent. For the avoidance of doubt, upon the effectiveness of Each Borrower shall prepay any Additional Revolving Commitment, the Revolving Exposure of the Additional Revolving Lender holding such Commitment, Loans owing by it and the Revolving Loan Percentage of each of the Revolving Loan Lenders, shall automatically be adjusted to give effect thereto.
(e) On outstanding on the date of effectiveness of any Additional such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments, each Revolving Loan Lender shall assign to each Additional Revolving Lender holding such Additional Revolving Commitment, and each such Additional Revolving Lender shall purchase Commitments arising from each Revolving Loan Lender, at the principal amount thereof (together with accrued interest), such interests any nonratable increase in the Revolving Loans and participations in Swing Line Loans and Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swing Line Loans and Letters of Credit will be held by all the Revolving Loan Lenders (including such Additional Revolving Lenders) ratably in accordance with their respective Revolving Loan Percentages after giving effect to the effectiveness of such Additional Revolving CommitmentCommitments under this Section.
(f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.8(a) and of the effectiveness of any Additional Revolving Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Additional Revolving Commitments, of the Revolving Loan Percentages of the Revolving Loan Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.8(e).
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Sources: Credit Agreement (Public Service Co of New Hampshire)