Optional Increase in Commitments Clause Samples

Optional Increase in Commitments. Following the Effective Date, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a financial institution not theretofore a Lender (a “New Lender”) to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Lender, which consents will not be unreasonably withheld or delayed), or by agreeing with an existing Lender that such Lender’s Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or New Lender of an instrument in form reasonably satisfactory to the Administrative Agent, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increased Commitments and such opinions of counsel for the Borrower with respect to the increased Commitments as the Administrative Agent may reasonably request, such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided: (i) that the Borrower shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders; (ii) the conditions set forth in Sections 3.02(c) and (d) shall be satisfied on and as of the effective date of any increase in Commitments pursuant to this Section 2.18; (iii) that any such increase shall be in an amount which is a multiple of $10,000,000; and (iv) that immediately after such increase is made, the aggregate amount of increases in the Commitments pursuant to this Section 2.18 shall not exceed $250,000,000. On the effective date of any increase in the aggregate amount of the Commitments pursuant to this Section 2.18, (i) each New Lender shall pay to the Administrative Agent an amount equal to its pro rata share of the aggregate outstanding Loans (and funded participations, if any, in Letters of Credit) and (ii) any Lender whose Commitment has been increased (an “Increasing Lender”) shall pay to the Administrative Agent an amount equal to the increase in its pro rata share of the aggregate outstanding Loans (and funded participations as above); in each case such payments shall be for the account of each other Lender. Upon receipt of such amount by the Administrative Agent, (A) each other Lender shall be deemed to have ratably assigned that portion of it...

Optional Increase in Commitments. Section 2.10 of the Credit Agreement is hereby deleted in its entirety and [Intentionally Deleted] substituted therefor.

Optional Increase in Commitments. At any time the Companies may request the Banks by written notice to the Agent, to increase the aggregate Commitments. The Agent shall transmit such request to each Bank within one Business Day. Each Bank will have the option, in its sole discretion, to subscribe for its proportionate share of such requested increase, according to its then existing Pro Rata Share. The Banks shall respond in writing to the Companies' request through the Agent within fifteen (15) Business Days by submitting a supplement in the form of Exhibit G. Any Bank not responding within fifteen (15) Business Days shall be deemed to have declined the request. At the option of the Companies, any part of the increase not so subscribed may be assumed, within ten (10) Business Days of the Banks' response, by one or more existing Banks or assumed by other banks meeting the qualifications of an Eligible Assignee acceptable to the Agent and the Companies, which consent of the Agent shall not be unreasonably withheld, upon submission of a supplement in the form of Exhibit H-1, in the case of an existing Bank, or Exhibit H-2, in the case of a new party to this Agreement, and Schedule 2.01 shall be amended accordingly. If Commitments are reallocated as a result of a non-pro rata subscription, the Loans shall be prepaid to the extent outstandings exceed each Bank's reallocated Commitment (subject, without limitation, to Section 3.04(d) hereof).

Optional Increase in Commitments. (a) At any time, if no Default shall have occurred and be continuing, the Borrower may, upon at least 30 days' notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the aggregate amount of the Commitments by an amount not greater than $87,500,000 (the amount of any such increase, the "INCREASED COMMITMENTS"). Each Bank party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following receipt of such notice to elect by notice to the Borrower and the Administrative Agent to increase its Commitment by a principal amount which bears the same ratio to the Increased Commitments as its then Commitment bears to the aggregate Commitments then existing. Any Bank not responding within 15 days of receipt of such notice shall be deemed to have declined to increase its Commitment.

Optional Increase in Commitments. At any time, if no -------------------------------- Event of Default or Default shall have occurred and be continuing, the Borrowers may, if they so elect in their sole discretion, increase the Total Commitment, either by designating a person not theretofore a Lender to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased. Upon execution and delivery by the Borrowers and such Lender or other person of an instrument of assumption in form reasonably satisfactory to the Agent, such existing Lender shall have a Commitment as therein set forth or such other person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided: -------- (a) that the Borrowers shall provide prompt notice of such increase to the Agent, who shall promptly notify the other Lenders; (b) that the Commitment of any Lender does not exceed 10% of the Total Commitment after such increase; and (c) that the amount of such increase, together with all other increases in Commitments pursuant to this Section 2.22 since the date of this Agreement, does not exceed $375,000,000.

Optional Increase in Commitments. Either Borrower may at any time, by means of a letter to the Applicable Agent substantially in the form of EXHIBIT K, request that the combined Canadian Commitments (in the case of Parent) or the combined U.S. Commitments (in the case of the Company) be increased by (a) increasing the Canadian Commitment or the U.S. Commitment, as applicable, of one or more Lenders which have agreed to such increase and/or (b) adding a bank or other financial institution (a "NEW LENDER") as a party hereto with a Canadian Commitment or a U.S. Commitment, as the case may be, in an amount agreed to by such New Lender; PROVIDED that (i) no Person shall be added as a party hereto without the written consent of each Agent (which shall not be unreasonably withheld) and (ii) in no event shall the aggregate amount of the combined Canadian Commitments or the combined U.S. Commitments exceed a Dollar Equivalent amount of U.S.$50,000,000 without, in each case, the written consent of all Lenders. Any increase in the combined Canadian Commitments or the combined U.S. Commitments pursuant to this SECTION 2.12 shall be effective three Business Days after the date on which the Applicable Agent has received and accepted the applicable increase letter in the form of Annex 1 to EXHIBIT K (in the case of an increase in the Canadian Commitment or the U.S. Commitment of an existing Lender) or assumption letter in the form of Annex 2 to EXHIBIT K (in the case of the addition of a New Lender as a party hereto) or on such other date as is agreed among the Applicable Borrower, the Applicable Agent and the applicable increasing Lender or New Lender. The Applicable Agent shall promptly notify the Applicable Borrower and the Lenders of any increase in the amount of the combined Canadian Commitments or the combined U.S. Commitments pursuant to this SECTION 2.12 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. Each Borrower acknowledges that, in order to maintain Loans (and, in the case of Parent, Bankers' Acceptances and BA Equivalent Notes) in accordance with each Applicable Lender's Pro Rata Share, a reallocation of the Canadian Commitments or the U.S. Commitments as a result of a non-pro-rata increase in the combined Canadian Commitments or the combined U.S. Commitments may require prepayment of all or portions of certain Loans (and, in the case of Parent, of outstanding Bankers' Acceptances and BA Equivalent Notes) on the date of such increase (and any such prepay...

Optional Increase in Commitments g) Provided that no Default or Event of Default shall have occurred and remain continuing, Borrower may by written notice to the Administrative Agent, elect to increase the Aggregate Commitments pursuant to this Section 2.07 by an amount not in excess of $75,000,000 during the term of this Agreement (the "Maximum Increase Amount") and not less than $5,000,000 or, if less, the remaining available portion of the Maximum Increase Amount.

Optional Increase in Commitments. The Company may at any time (but not more than once in any calendar year), by means of a letter to the Agent substantially in the form of Exhibit J, request that the Aggregate Commitment Amount be increased by (a) increasing the amount of the Commitment of one or more Lenders which have agreed to such increase and/or (b) adding an Eligible Assignee as a party hereto with a Commitment in an amount agreed to by such Eligible Assignee; provided that (i) no Eligible Assignee shall be added as a party hereto unless such Eligible Assignee shall have been approved in writing by the Agent (which approval shall not be unreasonably withheld), (ii) in no event shall the Aggregate Commitment Amount exceed $285,714,285.71 without the written consent of all Lenders, (iii) at the time of such increase, and after giving effect thereto, no Event of Default or Unmatured Event of Default shall exist and (iv) both before and after giving effect to such increase, the Company shall be in pro forma compliance with all financial covenants set forth in Section 7. 1.4. Amendment to Section 3.7. Section 3.7 is amended by (i) deleting the language ", or a Lender declines or fails to respond to an Extension Request (as defined in the 364-Day Credit Agreement pursuant to subsection 2.18(a) of the 364-Day Credit Agreement)" and (ii) deleting the language "or declining or failing to respond to an Extension Request,".

Optional Increase in Commitments. The Company may at -------------------------------- any time, by means of a letter to the Administrative Agent and each Lender substantially in the form of Exhibit M, request that --------- the Lenders increase the combined Commitments; provided that -------- (i) such letter shall be accompanied by a certificate of the Secretary or an Assistant Secretary of the Company as to resolutions of the board of directors of the Company approving such increase and (ii) in no event shall the aggregate amount of the combined Commitments exceed $600,000,000 without the written consent of all Lenders. Each Lender shall have the option (in its sole and complete discretion) to subscribe for its proportionate share of such increase, according to its then- existing Pro Rata Share. Each Lender shall respond to the Company's request within 20 Business Days by submitting a response in the form of Attachment 1 to Exhibit M to the --------- Administrative Agent (and any Lender not responding within such period shall be deemed to have declined such request). At the option of the Company, any part of 37 45