Incremental Revolving Credit Commitments. i. The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Commitments”); provided that (i) the aggregate amount of New Revolving Credit Commitments shall not exceed $250,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Credit Commitments prior to offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the New Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Credit Commitments; (ii) both before and after giving effect to the making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02(a) and (c) shall be satisfied; (iii) (I) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 and (II) the pro forma Leverage Ratio shall not exceed (A) 6.5 to 1.0 at any time from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.5 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0, in each case as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a), (b), (c) and (d) after giving effect to such New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which shall be recorded in the Register; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each Revolving L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the consent of any Lender (other than the Lender providing the New Revolving Credit Commitment pursuant thereto), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Section 2.13. ii. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Credit Lenders with Revolving Credit Commitments shall assign to each New Revolving Credit Lender and each of the New Revolving Credit Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Loans and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each loan made thereunder (a “New Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (iii) each New Revolving Credit Lender shall become a Lender with respect to its New Revolving Credit Commitment and all matters relating thereto. iii. The Payment Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the respective interests in such Lender’s Revolving Credit Loans subject to the assignments contemplated by Section 2.13(b). 3. TAXES, YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc.)
Incremental Revolving Credit Commitments. i. (a) The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Commitments”); provided that (i) the aggregate amount of New Revolving Credit Commitments shall not exceed $250,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Credit Commitments prior to offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the New Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Credit Commitments; (ii) both before and after giving effect to the making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02(a) and (c) shall be satisfied; (iii) (I) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 and (II) the pro forma Leverage Ratio shall not exceed (A) 6.5 to 1.0 at any time from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.5 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0, in each case as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a), (b), (c) and (d) after giving effect to such New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which shall be recorded in the Register; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each Revolving L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the consent of any Lender (other than the Lender providing the New Revolving Credit Commitment pursuant thereto), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Section 2.13.
ii. (b) On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Credit Lenders with Revolving Credit Commitments shall assign to each New Revolving Credit Lender and each of the New Revolving Credit Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Loans and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each loan made thereunder (a “New Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (iii) each New Revolving Credit Lender shall become a Lender with respect to its New Revolving Credit Commitment and all matters relating thereto.
iii. (c) The Payment Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the respective interests in such Lender’s Revolving Credit Loans subject to the assignments contemplated by Section 2.13(b).
3. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc /Il/)
Incremental Revolving Credit Commitments. i. (a) The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Commitments”); provided that (i) the aggregate amount of New Revolving Credit Commitments shall not exceed $250,000,000 100,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Credit Commitments prior to offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the New Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Credit Commitments; (ii) both before and after giving effect to the making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02(a) and (c) 4.02 shall be satisfied; (iii) (I) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 and (II) the pro forma Leverage Ratio shall not exceed (A) 6.5 to 1.0 at any time from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.5 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0, in each case as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a), (b), (c) and (d6.01(b) after giving effect to such New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which shall be recorded in the Register; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each Revolving L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the consent of any Lender (other than the Lender providing the New Revolving Credit Commitment pursuant thereto), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Section 2.13.
ii. (b) On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Credit Lenders with Revolving Credit Commitments shall assign to each New Revolving Credit Lender and each of the New Revolving Credit Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Loans and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each loan made thereunder (a “New Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (iii) each New Revolving Credit Lender shall become a Lender with respect to its New Revolving Credit Commitment and all matters relating thereto.
iii. (c) The Payment Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the respective interests in such Lender’s Revolving Credit Loans subject to the assignments contemplated by Section 2.13(b).
3. TAXES, YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Incremental Revolving Credit Commitments. i. (a) The Borrower may, by written notice to the Administrative Agents, elect to request, prior to the date 30 days prior to Revolving Credit Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “New Revolving Credit Commitments”); provided that (i) the aggregate amount of New Revolving Credit Commitments shall not exceed $250,000,000 30,000,000 and (ii) the minimum amount of any such increase shall be $10,000,000 and multiples of $5,000,000 thereof. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Credit Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Payment Agent; provided that the Borrower shall first offer the Revolving Credit Lenders, on a pro rata basis, the opportunity to provide all of the New Revolving Credit Commitments prior to offering such opportunity to any other Person that is an eligible assignee pursuant to Section 11.07(b); provided, further, that any Revolving Credit Lender offered or approached to provide all or a portion of the New Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a New Revolving Credit Commitment. Such New Revolving Credit Commitments shall become effective, as of such Increased Amount Date; provided that (i) no Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Credit Commitments; (ii) both before and after giving effect to the making of any New Revolving Credit Loans, each of the conditions set forth in Section 4.02(a) and (c) 4.02 shall be satisfied; (iii) (I) the Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 and (II) the pro forma Leverage Ratio shall not exceed (A) 6.5 to 1.0 at any time from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.5 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0, in each case as of the last day of the most recently ended fiscal quarter for which financial statements are required to be delivered pursuant to Section 6.01(a), (b), (c) and (d) after giving effect to such New Revolving Credit Commitments; (iv) the New Revolving Credit Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by each Lender with a New Revolving Credit Commitment (each, a “New Revolving Credit Lender”) and the Borrower (subject to the consents specified in clause (viii) below), and each of which shall be recorded in the Register; (v) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the New Revolving Credit Commitments, as applicable; (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Payment Agent in connection with any such transaction; (vii) the requirements set forth in Section 6.13(b) shall have been satisfied; and (viii) the New Revolving Credit Lender in respect of a New Revolving Credit Commitment shall be approved by the Payment Agent and each Revolving L/C Issuer (such approval not to be unreasonably withheld or delayed). Each Joinder Agreement may, without the consent of any Lender (other than the Lender providing the New Revolving Credit Commitment pursuant thereto), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Payment Agent, to reflect the relevant increase in the Revolving Credit Commitments contemplated in this Section 2.13.
ii. (b) On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Credit Lenders with Revolving Credit Commitments shall assign to each New Revolving Credit Lender and each of the New Revolving Credit Lenders shall purchase from each of the Lenders with Revolving Credit Commitments, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Lenders with Revolving Credit Loans and New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each loan made thereunder (a “New Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (iii) each New Revolving Credit Lender shall become a Lender with respect to its New Revolving Credit Commitment and all matters relating thereto.
iii. (c) The Payment Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the respective interests in such Lender’s Revolving Credit Loans subject to the assignments contemplated by Section 2.13(b).
3. TAXES, YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract