Extension Amendments Sample Clauses: 268 Samples

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 4 contracts

Sources: Amendment Agreement (Jamf Holding Corp.), Credit Agreement (Jamf Holding Corp.), Credit Agreement (Juno Topco, Inc.)

Extension Amendments. (a) ~~The~~ So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a ~~portion~~portion of any Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Borrower (such Revolving Credit Commitments, ~~including one or more Tranches of~~ the ~~Loans (including any Extended~~ “Original Revolving Credit Commitments”, collectively with the Original Term Loans~~), in each case existing at the time of such request (each~~, an “~~Existing Tranche” and the Loans of any such Tranche, the “Existing Loans~~Original Class”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”); provided that, with the consent of the Administrative Agent, the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, may be designated as part of an existing Class of Loans. ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Class, the Borrower shall provide a notice to the Administrative Agent and any applicable Additional Arranger administering the Original Class (who shall provide a copy of such notice to each Lender who has Loans or Commitments of the ~~Lenders of~~ Original Class) in such form as approved from time to time by the Borrower and the applicable ~~Existing Tranche)~~ Additional Arranger (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Class, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of the ~~final maturity dates of such~~ Extended ~~Tranches~~ Class may be delayed to ~~later dates~~ a date after the Maturity Date of the Original Class, (x) Extended Term Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Term Loans; provided that at the Weighted Average Life to Maturity of such Extended Term Loans shall be no ~~time shall there be Revolving Commitments (including as a result~~ shorter than the Weighted Average Life to Maturity of ~~any Extended Tranche)~~ the Original Term Loans from which ~~have more than three (3) different scheduled final maturity dates at any time~~they were converted, (~~x)(A~~y) ~~the interest margins~~ All-In Yield with respect to any Loans or Commitments of the Extended ~~Tranche~~ Class may be higher or lower than the All-In Yield with respect to any Loans or Commitments of the Original Class and (z)(A) the Extended Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, and (B) the Extended Revolving Credit Commitments (i) shall provide that the borrowing and repayment (except for (A) payments of interest ~~margins for the Specified Existing Tranche~~and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the ~~prepayment terms may be different and/or~~ Maturity Date of the Extended Revolving Credit Commitments and (C) ~~additional pricing~~ repayment made in connection with a permanent repayment and ~~fees may be payable~~ termination of commitments (subject to ~~the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding~~ clause (Aii) below)~~, (y~~) ~~the commitment fee, if any,~~ of Loans with respect to Extended Revolving Credit Commitments after the associated Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches Facility Closing Date shall be made on a pro rata basis ~~with all other outstanding Loans~~ or ~~Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a~~ less than pro rata basis in (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Extended Facility Closing Date and (ii) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Extended Revolving Credit Commitments after the associated Extended Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments. In addition to any ~~mandatory prepayment~~ other terms and changes required or ~~commitment reductions hereunder~~permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Term Loans to reduce each scheduled installment for such Non-Extended Term Loans to an aggregate amount equal to the product of (4A) the ~~final maturity~~ original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Loans and (y) the denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended ~~Tranche~~ Term Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Term Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Term Loans ~~or, if applicable, commitments of any Existing Tranche~~ or Original Revolving Credit Commitments converted into an Extended ~~Tranche~~ Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 4 contracts

Sources: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be ~~delayed to~~ later ~~dates~~ than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 4 contracts

Sources: Assumption Agreement and Amendment No. 2 (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC), Assumption Agreement and Amendment No. 1 (iCIMS Holding LLC)

Extension Amendments. (a) The ~~Borrower~~ Borrowers (on a joint and several basis as between the Borrowers) may at any time and from time to time request that all or a ~~portion, including one~~ portion of any of the Commitments or ~~more Tranches of~~ the Loans (including any Extended Loans), ~~in each case~~ existing at the time of such request (~~each~~any such Commitment, an “Existing ~~Tranche~~Commitment” and ~~the Loans of~~ any such ~~Tranche~~existing outstanding Loans, the “Existing Loans”) be converted to ~~extend~~ extend, in the case of Commitments, the termination date thereof ~~and~~ and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion ~~of any such Existing Tranche~~ thereof (any such Existing ~~Tranche~~ Commitment which has been so extended, an “Extended ~~Tranche~~Commitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the ~~Loans~~ case of ~~such Tranche~~a Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.26. In order to establish any Extended ~~Tranche~~Commitment, the Administrative Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche~~Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitment to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitment from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final ~~maturity~~ maturity/termination dates of such Extended ~~Tranches may~~ Commitment shall be delayed to later dates than the final ~~maturity~~ maturity/termination dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitment, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitment and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.26 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended ~~Tranche~~ Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing ~~Tranches~~Commitments, (32) the repayment (other than in connection with a permanent voluntary prepayment or a repayment at the final scheduled maturity of any Term Loans that have not become Extended Term Loans) and the mandatory prepayment ~~or the commitment reduction~~ of any of Extended Term Loans ~~or Commitments under the Extended Tranches~~ shall be made on a pro rata basis with all other outstanding Term Loans ~~or Commitments respectively~~and Other Term Loans; ~~provided that~~ provided, that, Extended Term Loans may, if the Extending Lenders making such Extended Term Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory ~~prepayment~~ repayment or ~~commitment reductions hereunder~~prepayment, (43) (x) the final maturity of any Extended ~~Tranche~~ Loans shall not be earlier ~~than,~~ than any Loans made under the applicable Specified Existing Commitment in respect thereof and (y) if such Extended ~~Tranche is~~ Loans are term loans made under a term facility, the Extended Loans shall not have a ~~Weighted Average Life~~ weighted average life to ~~Maturity~~ maturity shorter ~~than,~~ than any loans made under the applicable Specified Existing ~~Tranche~~Commitment in respect thereof, (54) each Lender in the Specified Existing ~~Tranche~~ Commitment shall be permitted to participate in the Extended ~~Tranche~~ Commitment in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Commitment, (65) assignments and participations of Extended ~~Tranches~~ Commitments shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~9.04 and (6) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Credit Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing ~~Tranche~~ Commitment converted into an Extended ~~Tranche~~ Commitment or Extended Loan pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitment shall constitute a separate ~~Tranche of Loans (and, if applicable, commitments)~~ Class from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments with the same maturity date so established on such date). Any Extended Revolving Loan or Extended Term Loan shall constitute a separate Class from the Existing Loans (together with any other Extended Revolving Loans or Extended Term Loans, as applicable, with the same maturity date so established on such date). (b) The Administrative Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Class of Existing ~~Tranche~~ Commitments or Existing ~~Tranches~~ Loans are requested to respond~~, and~~ . Any applicable Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitment converted into an Extended Commitment or Existing Loans converted into Extended Loans shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Commitment and/or Existing Loans that it has elected to convert into an Extended Commitment or Extended Loans, as the case may be. In the event that the aggregate amount of the Specified Existing Commitment and/or Existing Loans subject to Extension Elections exceeds the amount of Extended Commitments and/or Extended Loans requested pursuant to the Extension Request, the Specified Existing Commitment and/or Existing Loans subject to Extension Elections shall be converted to Extended Commitments and/or Extended Loans on a pro rata basis based on the amount of Specified Existing Commitments and/or Existing Loans included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Commitments and Extended Loans shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or ~~acceptable to~~prepayments referenced in Section 2.26(a) and which, notwithstanding anything to the contrary set forth in Section 9.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments and/or Extended Loans established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments or tranche of Extended Loans in an aggregate principal amount that is less than $50,000,000 and integral multiples of $5,000,000 in excess thereof, unless otherwise agreed by the Administrative Agent; provided, further, that (x) no Extension Amendment may provide for any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments or Existing Loans and (y) the other terms and conditions applicable to such Extended Loans or Extended Commitments (other than provisions related to maturity, amortization, interest margins, fees or prepayments (which may provide for a less than ratable amount of any mandatory prepayment vis-à-vis the Existing Loans and Existing Commitments but not a more than ratable amount of any mandatory prepayment vis-à-vis the Existing Loans and Existing Commitments) may not differ from those with respect to the Existing Loans or Existing Commitments, as applicable, unless such terms and conditions only apply after the Latest Maturity Date or, if more favorable to the Extending Lenders than the corresponding terms are to the Lenders under the Specified Existing Commitments, may apply to such Specified Existing Commitments and the Loans related thereto. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.26 and the arrangements described above in connection therewith. In connection with any Extension Amendment, if requested by the Administrative Agent, the Borrowers shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, the security interests in respect of the Extended Loans and Extended Commitments and such of the other Loan Documents (if any) as may be amended thereby and that the existing security interest of the Collateral Agent shall not be adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Commitment is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Commitment of each Extending Lender, the aggregate principal amount of such Specified Existing Commitment shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitment so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Commitment and Class from the Specified Existing Commitment and from any other Existing Commitments (together with any other Extended Commitment so established on such date) and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under this Agreement, such Loans (and any related participations) shall be deemed to be allocated as Existing Loans (and related participations) and Extended Revolving Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Commitments bear to the applicable Extended Commitments so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Administrative Borrower may, upon notice to the Administrative and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.04 (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance. In connection with any such replacement under this Section 2.26, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Administrative Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) This Section 2.26 shall supersede any provisions in Section 2.17, Section 2.18 or Section 9.08 to the contrary.

Appears in 4 contracts

Sources: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof ~~and~~ and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) ~~all or any of~~ the final maturity ~~dates~~ date of ~~such~~ the Extended ~~Tranches~~ Tranche may be ~~delayed to~~ later ~~dates~~ than the final maturity ~~dates~~ date of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing ~~such~~ the Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) ~~such~~ the Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, ~~and~~ and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the final maturity of the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on or after such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ five Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or ~~acceptable to~~prepayments and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Administrative Agent, and the Extending Lenders. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each ~~case acting reasonably~~ Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the ~~purposes~~ aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on or after such date, and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee, if any, and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations (other than contingent indemnity obligations, unasserted expense reimbursement obligations, and Letters of Credit that have been (i) cash collateralized in accordance with the terms of this Agreement, (ii) backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or (iii) rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par to such Non-Extending Lender concurrently with such Assignment and Assumption by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) or (B) prepay the Loans and all other Obligations owing to and, at the Borrower’s option, if applicable, terminate the Commitments of, such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 22.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations (other than contingent indemnity obligations, unasserted expense reimbursement obligations, and Letters of Credit that have been (i) cash collateralized in accordance with the terms of this Agreement, (ii) backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or (iii) rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash to such Non-Extending Lender by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.21(e) shall supersede any provisions in Section 10.02 to the contrary.

Appears in 4 contracts

Sources: Credit Agreement (Cvent Holding Corp.), Credit Agreement (Dragoneer Growth Opportunities Corp. II), Credit Agreement (Ping Identity Holding Corp.)

Extension Amendments. (a) ~~The~~ So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a ~~portion~~portion of any Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Borrower (such Revolving Credit Commitments, ~~including one or more Tranches of~~ the ~~Loans (including any Extended~~ “Original Revolving Credit Commitments”, collectively with the Original Term Loans~~), in each case existing at the time of such request (each~~, an “~~Existing Tranche” and the Loans of any such Tranche, the “Existing Loans~~Original Class”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”); provided that, with the consent of the Administrative Agent, the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, may be designated as part of an existing Class of Loans. ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Class, the Borrower shall ~~provide~~ appoint a ~~notice~~ Person that is a financial institution or Affiliate thereof to arrange the Extended Term Loans or Extended Revolving Credit Commitments (who may be (i) the Administrative ~~Agent~~ Agent, or (~~who~~ i) any other Person appointed by the Borrower in consultation with the Administrative Agent) (the “Extension Arranger”). The Extension Arranger shall provide a copy of such notice to each Lender who has Loans or Commitments of the ~~Lenders of~~ Original Class and the Administrative Agent in such form as approved from time to time by the Borrower and the applicable ~~Existing Tranche)~~ Extension Arranger (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Class, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of the ~~final maturity dates of such~~ Extended ~~Tranches~~ Class may be delayed to ~~later dates~~ a date after the Maturity Date of the Original Class, (x) Extended Term Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Term Loans; provided that at the Weighted Average Life to Maturity of such Extended Term Loans shall be no ~~time shall there be Revolving Commitments (including as a result~~ shorter than the Weighted Average Life to Maturity of ~~any Extended Tranche)~~ the Original Term Loans from which ~~have more than three (3) different scheduled final maturity dates at any time~~they were converted, (~~x)(A~~y) ~~the interest margins~~ All-In Yield with respect to any Loans or Commitments of the Extended ~~Tranche~~ Class may be higher or lower than the All-In Yield with respect to any Loans or Commitments of the Original Class and (z) (A) the Extended Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans and (B) the Extended Revolving Credit Commitments (i) shall provide that the borrowing and repayment (except for (A) payments of interest ~~margins for the Specified Existing Tranche~~and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the ~~prepayment terms may be different and/or~~ Maturity Date of the Extended Revolving Credit Commitments and (C) ~~additional pricing~~ repayment made in connection with a permanent repayment and ~~fees may be payable~~ termination of commitments (subject to ~~the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding~~ clause (Aii) below)~~, (y~~) ~~the commitment fee, if any,~~ of Loans with respect to Extended Revolving Credit Commitments after the associated Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches Facility Closing Date shall be made on a pro rata basis ~~with all other outstanding Loans~~ or ~~Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a~~ less than pro rata basis in (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Extended Facility Closing Date and (ii) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Extended Revolving Credit Commitments after the associated Extended Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments. In addition to any ~~mandatory prepayment~~ other terms and changes required or ~~commitment reductions hereunder~~permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Term Loans to reduce each scheduled installment for such Non-Extended Term Loans to an aggregate amount equal to the product of (4A) the ~~final maturity~~ original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Loans and (C) the denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended ~~Tranche~~ Term Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Term Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Term Loans ~~or, if applicable, commitments of any Existing Tranche~~ or Original Revolving Credit Commitments converted into an Extended ~~Tranche~~ Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 3 contracts

Sources: Incremental Loan Assumption Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.6 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans ~~and Commitments hereunder as~~ set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or revolving commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in subsection 2.6(a) clauses (w) through (z), and ~~shall agree~~ (ii) the definitions of “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” to ~~such procedures (including regarding timing~~amend the maturity date and the weighted average life to maturity requirements, ~~rounding~~ from the applicable Maturity Date and ~~other adjustments and~~ weighted average life to ~~ensure reasonable administrative management~~ maturity of the ~~credit facilities hereunder after giving effect~~ Term Loans to the extended maturity date and the weighted average life to maturity of such ~~Extension Request), if any~~Extended Tranche, as ~~may be~~ applicable, and which, in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.6(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $15.0 million. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranches and (b) with respect to Extended Loans that are Term Loans, so long as any Loans of the Specified Existing Tranche from which such Extended Loans were converted are outstanding, any mandatory prepayment provisions that do not also apply to such Specified Existing Tranche on a pro rata basis. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes~~ other Loan Documents authorized by this subsection 2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of ~~this~~ any Lender to the terms of any Section 2.2.6

Appears in 3 contracts

Sources: Credit Agreement (US Foods Holding Corp.), Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.)

Extension Amendments. ~~(a) The~~ Notwithstanding anything to the contrary herein but subject to the terms of any applicable subordination or intercreditor agreement, the Borrower ~~may at any time and~~ may, by written notice to the Administrative Agent from time to ~~time request that all or a portion~~time, ~~including~~ make one or more ~~Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request~~ offers (each, an “~~Existing Tranche” and the Loans of any such Tranche, the “Existing Loans~~Extension Offer”) ~~be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect~~ to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of any Class to make one or more amendments or modifications to (A) allow the ~~applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms~~ maturity and scheduled amortization of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans ~~that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date~~ and/or Revolving Commitments of the ~~Existing Loans) to those applicable to the Existing Tranche from which they are~~ accepting Lenders to be extended and (B) increase the ~~“Specified Existing Tranche”)~~Applicable Margin, ~~except (w) all~~ Applicable Percentage or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins other fees payable with respect to the ~~Extended Tranche may be higher or lower than~~ Loans and/or Revolving Commitments of the ~~interest margins for~~ accepting Lenders (each, an “Extension Amendment”) pursuant to procedures reasonably specified by the ~~Specified Existing Tranche,~~ Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (Bx) the ~~prepayment~~ terms ~~may be different and/or (C) additional pricing~~ and ~~fees may be payable to~~ conditions of the ~~Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A),~~ requested Extension Amendment and (y) the ~~commitment fee, if any,~~ date on which such Extension Amendment is requested to become effective. An Extension Amendment shall become effective only with respect to the ~~Extended Tranche may be higher or lower than~~ Loans and/or Revolving Commitments of the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in Lenders that accept the applicable Extension ~~Amendment; provided that~~Offer (such Lenders, ~~notwithstanding anything to~~ the ~~contrary in this Section 2.21 or otherwise~~“Extending Lenders”) and, ~~(1) such Extended Tranche shall not be, (y)~~ in the case of any ~~Extended Tranche relating~~ Extending Lender, only with respect to ~~Term~~ such Lender’s Loans and/or Revolving Commitments as to which such Lender’s acceptance has been made (such Loans, in “Extended Revolving Loans”, and such Revolving Commitments, “Extended Revolving Commitments”). The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent a modification agreement (an ~~amount less than $5,000,000~~ “Extension Agreement”) and ~~(z) in~~ such other documentation as the ~~case~~ Administrative Agent shall reasonably specify to evidence the acceptance of such Extension Amendment and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any ~~Extended Tranche relating to Revolving Loans hereunder~~Extension Agreement, ~~in an amount less than $1,000,000, (2) no Extended Tranche~~ this Agreement shall be ~~secured by or receive~~ deemed amended to the ~~benefit~~ extent (but only to the extent) necessary to reflect the existence and terms of ~~any collateral, credit support or security that does not secure or support~~ the ~~Existing Tranches, (3)~~ Extension Amendment evidenced thereby and only with respect to the ~~mandatory prepayment or the commitment reduction~~ Loans and Commitments of ~~any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if~~ the Extending Lenders ~~making~~ as to which such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such dateLenders’ acceptance has been made. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 3 contracts

Sources: Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp)

Extension Amendments. ~~(a) The~~ Notwithstanding anything to the contrary herein but subject to the terms of any applicable subordination or intercreditor agreement, the Borrower ~~may at any time and~~ may, by written notice to the Administrative Agent from time to ~~time request that all or a portion~~time, ~~including~~ make one or more ~~Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request~~ offers (each, an “~~Existing Tranche” and the Loans of any such Tranche, the “Existing Loans~~Extension Offer”) ~~be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect~~ to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of any Class to make one or more amendments or modifications to (A) allow the ~~applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms~~ maturity and scheduled amortization of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans ~~that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date~~ and/or Revolving Commitments of the ~~Existing Loans) to those applicable to the Existing Tranche from which they are~~ accepting Lenders to be extended and (B) increase the ~~“Specified Existing Tranche”)~~Applicable Margin, ~~except (w) all~~ Applicable Percentage or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins other fees payable with respect to the ~~Extended Tranche may be higher or lower than~~ Loans and/or Revolving Commitments of the ~~interest margins for~~ accepting Lenders (each, an “Extension Amendment”) pursuant to procedures reasonably specified by the ~~Specified Existing Tranche,~~ Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (Bx) the ~~prepayment~~ terms ~~may be different and/or (C) additional pricing~~ and ~~fees may be payable to~~ conditions of the ~~Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A),~~ requested Extension Amendment and (y) the ~~commitment fee, if any,~~ date on which such Extension Amendment is requested to become effective. An Extension Amendment shall become effective only with respect to the ~~Extended Tranche may be higher or lower than~~ Loans and/or Revolving Commitments of the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in Lenders that accept the applicable Extension ~~Amendment; provided that~~Offer (such Lenders, ~~notwithstanding anything to~~ the ~~contrary in this Section 2.21 or otherwise~~“Extending Lenders”) and, ~~(1) such Extended Tranche shall not be, (y)~~ in the case of any ~~Extended Tranche relating~~ Extending Lender, only with respect to such Lender’s Loans and/or Revolving Commitments as to which such Lender’s acceptance has been made (such Loans, to the extent Term Loans, in “Extended Term Loans” and, to the extent Revolving Loans, “Extended Revolving Loans”, and such Revolving Commitments, “Extended Revolving Commitments”). The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent a modification agreement (an ~~amount less than $5,000,000~~ “Extension Agreement”) and ~~(z) in~~ such other documentation as the ~~case~~ Administrative Agent shall reasonably specify to evidence the acceptance of such Extension Amendment and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any ~~Extended Tranche relating to Revolving Loans hereunder~~Extension Agreement, ~~in an amount less than $1,000,000, (2) no Extended Tranche~~ this Agreement shall be ~~secured by or receive~~ deemed amended to the ~~benefit~~ extent (but only to the extent) necessary to reflect the existence and terms of ~~any collateral, credit support or security that does not secure or support~~ the ~~Existing Tranches, (3)~~ Extension Amendment evidenced thereby and only with respect to the ~~mandatory prepayment or the commitment reduction~~ Loans and Commitments of ~~any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if~~ the Extending Lenders ~~making~~ as to which such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such dateLenders’ acceptance has been made. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 2 contracts

Sources: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the (i) Term Loans (including any Extended Term Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche,” and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments,” and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche,” as applicable, and each an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and, if the Extension Request relates to any Tranche of Revolving Commitments, the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments” and, if the Extension Request relates to any Tranche of Term Loans, the Loans of such Tranche, the “Extended Term Loans” and the commitments of such Tranche, the “Extended Term Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.10; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in interest margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension ~~Amendment~~Amendment and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.10 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Parent Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Tranche B-1 Term Loans and ~~Commitments hereunder~~ Tranche B-1 Revolving Commitments, as applicable, set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or Revolving Commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Parent Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Parent Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in Section 2.10(a) clauses (w) to (z) and (ii) the definitions of “Additional Obligations,” “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date from the Tranche B-1 Term Loan Maturity Date to the extended maturity date of such Extended Tranche, and which in each case, except to the extent expressly contemplated by the penultimate sentence of this Section 2.10(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall ~~agree~~ not require the consent of any Lender other than the Extending Lenders with respect to ~~such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of~~ the ~~credit facilities hereunder after giving effect to such Extension Request), if any, as may be~~ Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary in ~~each case acting reasonably~~ this Agreement and without limiting the generality or applicability of Section 11.1 to ~~accomplish~~ any Section 2.10 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.10 Additional Amendment”) to this Agreement and the ~~purposes of this~~ other Loan Documents; provided that such Section 2.2.10 Additional Amendments do not become effective prior to the time that such

Appears in 2 contracts

Sources: Credit Agreement (Hertz Global Holdings, Inc), Credit Agreement

Extension Amendments. ~~(a)~~ The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in ~~clause (C~~Section 4.18(c) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to ~~Term Loans, in an amount less than $5,000,000 and (z) in~~ Loans under the ~~case of any Extended Tranche relating to~~ Revolving ~~Loans~~ Facility hereunder, in an amount less than $~~1,000,000~~50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment or and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 2 contracts

Sources: Credit Agreement (Advanced Drainage Systems, Inc.), Credit Agreement (Advanced Drainage Systems, Inc.)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Revolving Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.7. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.7 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less~~ Commitments but other than ~~pro rata basis in~~ any ~~mandatory prepayment or commitment reductions hereunder~~FILO Tranche), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. Any Lender not responding to an Extension Request shall be deemed to have elected to decline to have any of its Specified Existing Commitments converted into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 3 and ~~shall agree~~ Swing Line Loans under subsection 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Lender, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Commitments shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.7(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.7(c) and notwithstanding anything to the contrary set forth in subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent, the Issuing Lenders and the Extending Lenders; provided that no such Extension Amendment shall amend the rights of any Lender not participating in the Extension Amendment other than to the extent amendments are permitted by the Required Lenders or such other percentage of Lenders as required by subsection 11.1(a). No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $250.0 million. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 11.1 to any Subsection 2.7 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Subsection 2.7 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Subsection 2.7 Additional Amendments do not become effective prior to the time that such Subsection 2.7 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Subsection 2.7 Additional Amendments to become effective in accordance with subsection 11.1; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis while a Liquidity Event has occurred and is continuing or upon an acceleration of the Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes~~ other Loan Documents authorized by this subsection 2.7 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of ~~this Section 2.~~any Lender to the terms of any Subsection 2.7

Appears in 2 contracts

Sources: Abl Credit Agreement (US Foods Holding Corp.), Abl Credit Agreement (US Foods Holding Corp.)

Extension Amendments. (a) ~~The~~ So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a ~~portion~~portion of any Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Borrower (such Revolving Credit Commitments, ~~including one or more Tranches of~~ the ~~Loans (including any Extended~~ “Original Revolving Credit Commitments”, collectively with the Original Term Loans~~), in each case existing at the time of such request (each~~, an “~~Existing Tranche” and the Loans of any such Tranche, the “Existing Loans~~Original Class”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”). ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Class, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each Lender who has Loans or Commitments of the ~~Lenders of~~ Original Class) in such form as approved from time to time by the ~~applicable Existing Tranche)~~ Borrower and the Administrative Agent (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Class, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of the ~~final maturity dates of such~~ Extended ~~Tranches~~ Class may be delayed to ~~later dates~~ a date after the Maturity Date of the Original Class, (x) Extended Term Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Term Loans; provided that at the Weighted Average Life to Maturity of such Extended Term Loans shall be no ~~time shall there be Revolving Commitments~~ shorter than the Weighted Average Life to Maturity of the Original Term Loans from which they were converted and (~~including as a result of any Extended Tranche~~y) ~~which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins~~ All-In Yield with respect to any Loans or Commitments of the Extended ~~Tranche~~ Class may be higher or lower than the ~~interest margins~~ All-In Yield with respect to any Loans or Commitments of the Original Class. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Term Loans to reduce each scheduled installment for such Non-Extended Term Loans to an aggregate amount equal to the ~~Specified Existing Tranche~~product of (A) the original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the ~~prepayment terms may be different and/or (C) additional pricing~~ numerator of which is the aggregate principal amount of such related Non-Extended Term Loans and ~~fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A),~~ (y) the ~~commitment fee, if any,~~ denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to ~~the~~ any individual Non-Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Term Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Term Loans ~~or, if applicable, commitments of any Existing Tranche~~ or Original Revolving Credit Commitments converted into an Extended ~~Tranche~~ Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 2 contracts

Sources: Credit Agreement (Altice USA, Inc.), Credit Agreement (CSC Holdings LLC)

Extension Amendments. (a) ~~The~~ So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans~~ portion of any Class of Loans then outstanding selected by the Borrower (such ~~Tranche~~series, the “~~Existing~~ Original Loans”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Loans” and the remainder not so extended, the “Non-Extended Loans”). ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the ~~Lenders of~~ Borrower and the ~~applicable Existing Tranche)~~ Administrative Agent (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Loans, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of ~~the final maturity dates of such~~ Extended ~~Tranches~~ Loans may be delayed to ~~later dates~~ a date after the Fixed Maturity Date, (x) Extended Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Loans; provided that at the Weighted Average Life to Maturity of such Extended Loans shall be no ~~time shall there be Revolving Commitments~~ shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y) the ~~interest margins with respect to~~ initial yield (including, without limitation, margins, fees and premiums) of the Extended ~~Tranche~~ Loans may be higher or lower than the initial yield (including, without limitation, margins, fees and premiums) of the Original Loans; provided, however, that if the initial yield on such Extended Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Extended Loans (taking into account any interest ~~margins~~ rate floors with respect to such Extended Loans) and (y) if the Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the ~~Specified Existing Tranche~~amount of such fee, expressed as a percentage of the Extended Loans, being referred to herein as the “Extension Fee”), the amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the ~~prepayment~~ Applicable Margin for the Original Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms ~~may be different and/or (C) additional pricing~~ and ~~fees may be payable~~ changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the ~~Lenders providing~~ related Non-Extended Loans to reduce each scheduled installment for such Non-Extended ~~Tranche in addition~~ Loans to ~~or in lieu~~ an aggregate amount equal to the product of ~~any increased margins contemplated~~ (1) the original aggregate amount of such installment with respect to the Original Loans, multiplied by (2) a fraction, the ~~preceding clause (A),~~ numerator of which is the aggregate principal amount of such related Non-Extended Loans and (y) the ~~commitment fee, if any,~~ denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to ~~the~~ any individual Non-Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended ~~Tranche~~ Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ seven Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which ~~Lenders under~~ the applicable ~~Existing Tranche or Existing Tranches~~ Lenders are requested to ~~respond~~respond (or such later date as the Administrative Agent may agree). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Original Loans converted into Extended Loans shall notify the Administrative Agent (such notice to be in such form as approved from time to time by the Borrower and the Administrative Agent) (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request (which shall ~~agree~~ in any event be no less than three Business Days prior to the effectiveness of the applicable Extension Amendment) of the amount of its Original Loans that it has elected to convert into Extended Loans. In the event that the aggregate amount of the applicable Original Loans subject to Extension Elections exceeds the amount of the applicable Extended Loans requested pursuant to the Extension Request, the applicable Original Loans subject to such ~~procedures (including regarding timing, rounding and other adjustments and~~ Extension Elections shall be converted to ~~ensure reasonable administrative management~~ Extended Loans on a pro rata basis based on the amount of the ~~credit facilities hereunder~~ applicable Original Loans included in each such Extension Election. (c) Subject to the requirements of this Section 2.23, so long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date that such ~~Extension Request~~Extended Loans are established), ~~if any, as~~ Extended Loans may be established bypursuant to a supplement (which shall set forth the effective date of such extension) to this Agreement (which, ~~or acceptable to~~except to the extent otherwise expressly contemplated by this Section 2.23(c), shall require the consent only of the Lenders who elect to make the Extended Loans established thereby) in such form as approved from time to time by the Borrower and the Administrative Agent in the reasonable exercise of its discretion (each, an “Extension Amendment”) executed by the Loan Parties, the Administrative ~~Agent,~~ Agent and the Extending Lenders. Any Extension Amendment may provide for additional terms (other than those referred to or contemplated in ~~each case acting reasonably to accomplish the purposes of~~ this Section 2.2.23 or in the form of the Extension Request or Extension Amendment (each, a “Section 2.23

Appears in 2 contracts

Sources: Amendment Agreement (Supervalu Inc), Term Loan Credit Agreement (Supervalu Inc)

Extension Amendments. ~~(a)~~ The ~~Borrower may at any time~~ Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and ~~from time to time request that all or a portion, including one or more Tranches of~~ the ~~Loans (including any Extended Loans), in each case existing at the time of such request~~ other Loan Documents (each, an “~~Existing Tranche”~~ Extension Amendment”) as may be necessary or appropriate in order to effect the provisions of this Section 2.16, establish new tranches in respect of Extended Loans and Extended Commitments and such amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Extended Loans and Extended Commitments. An Extension Amendment may (a) extend or add “call protection” to any existing Class of Term Loans, including by amendments to Section 2.18, (b) amend the schedule of amortization payments relating to any existing tranche of Term Loans, including by amendments to Section 2.07(1) (provided that any such amendment shall not decrease the dollar amount of any amortization payment to any Lender that would have otherwise been payable to such Lender prior to the effectiveness of the applicable Extension Amendment) and (c) to the extent the Borrower Request to make such Extended Loans part of another Class of Term Loans then existing, make other amendments to the terms of any such ~~Tranche~~existing Term Loans, in the ~~“Existing Loans”~~case of each clause (a), (b) ~~be converted to extend the termination date thereof~~ and (c), so that such Extended Loans and the ~~scheduled maturity date(s)~~ applicable existing Term Loans form the same Class of ~~any payment of principal with respect to all or a portion of any~~ Term Loans; provided that such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice amendments are not adverse to the ~~Administrative Agent (who shall provide a copy of such notice to each of the~~ existing Term Loan Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as ~~reasonably~~ determined in good faith by the Borrower) and no Event of Default under Section 8.01(1) or Section 8.01(6) shall have occurred and be continuing or result therefrom. This Section 2.16 supersedes any provision(s) in Section 2.13 or 10.01 to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, contrary. Except (1) ~~such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans,~~ as otherwise set forth in an ~~amount less than $5,000,000~~ Extension Offer, there will be no conditions to the effectiveness of an Extension Amendment and ~~(z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000,~~ (2) upon the effectiveness of an Extension Amendment, no ~~Extended Tranche~~ Event of Default pursuant to Section 8.01(1) or Section 8.01(6) shall have occurred and be ~~secured by~~ continuing. Extensions will not constitute a voluntary or ~~receive the benefit~~ mandatory payment or prepayment for purposes of ~~any collateral, credit support or security~~ this Agreement. Any Lender of an existing Class of Term Loans that ~~does~~ elects not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in ~~the~~ Extended ~~Tranche in accordance with its pro rata share~~ Loans or Extended Commitments of ~~the Specified Existing Tranche and (6) assignments and participations~~ such Class of ~~Extended Tranches~~ Term Loans shall be ~~governed by the same assignment and participation provisions applicable~~ referred to ~~Loans and Commitments hereunder~~ herein as ~~set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an~~ a “Non-Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such dateLender”. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (Torrid Holdings Inc.), Term Loan Credit Agreement (Torrid Holdings Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under each of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to ~~Term Loans, in an amount less than $5,000,000 and (z) in~~ Loans under the ~~case of any Extended Tranche relating to~~ Revolving ~~Loans~~ Facility hereunder, in an amount less than $~~1,000,000~~50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment or and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, . Any Lender (an “Extending Lender” and with respect to Term Loans an “Extending Term Loan Lender” and with respect to Revolving Commitments an “Extending Revolving Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2~~Election.

Appears in 2 contracts

Sources: Incremental Commitment Agreement and Second Amendment (KAR Auction Services, Inc.), Amendment and Restatement Agreement (KAR Auction Services, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including~~ portion of the Term Loans of one or more Tranches ~~of the Loans~~ (including any Extended Term Loans~~), in each case~~ ) existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”) ), be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Term Tranche (any such Existing Term Tranche which has been so extended, an “Extended Term Tranche” and the Term Loans of such ~~Tranche~~Extended Term Tranches, the “Extended Term Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any Extended Term Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Term Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Term Tranche from which they are to be extended (the “Specified Existing Term Tranche”), except (wx) all or any of the final maturity dates of such Extended Term Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Term Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Term Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Term Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Term Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Term Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Term Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.5 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Term Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans ~~and Commitments hereunder as~~ set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Term Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended Term Tranche pursuant to any Extension Request. Any Extended Term Tranche shall constitute a separate Tranche of Term Loans ~~(and, if applicable, commitments)~~ from the Specified Existing ~~Tranches,~~ Term Tranches and from any other Existing ~~Tranches, and from~~ Term Tranches (together with any other Extended Term Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ ten Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing ~~Tranche or Existing Tranches~~ Term Tranche(s) are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Term Tranche converted into an Extended Term Tranche shall notify the Administrative Agent (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Term Tranche that it has elected to convert into an Extended Term Tranche. In the event that the aggregate amount of the Specified Existing Term Tranche subject to Extension Elections exceeds the amount of Extended Term Tranches requested pursuant to the Extension Request, the Specified Existing Term Tranches subject to Extension Elections shall be converted to Extended Term Tranches on a pro rata basis based on the amount of Specified Existing Term Tranches included in each such Extension Election. In connection with any extension of Term Loans pursuant to this subsection 2.5 (each, an “Extension”), the Borrower shall agree to such procedures ~~(including~~ regarding timing, rounding and other administrative adjustments ~~and~~ to ensure reasonable administrative management of the credit facilities hereunder after ~~giving effect to~~ such ~~Extension Request), if any~~Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2~~subsection 2.5. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Term Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of subsection 2.5(a), (ii) the definitions of “Additional Obligations”, “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Extended Term Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Tranches established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Extended Term Tranche in an aggregate principal amount that is less than $20.0 million (or such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any subsection 2.5 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “subsection 2.5 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such subsection 2.5 Additional Amendments do not become effective prior to the time that such subsection 2.5 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Term Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such subsection 2.5 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for any Extended Term Tranche to be secured by any assets that does not also secure the Specified Existing Term Tranche. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this subsection 2.5 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any subsection 2.5 Additional Amendment. In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of this Agreement as amended by such Extension Amendment, and such of the other Loan Documents (if any) as may be amended thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Term Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Term Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Tranche so converted by such Lender on such date, and such Extended Term Tranches shall be established as a separate Tranche from the Specified Existing Term Tranche and from any other Existing Term Tranches (together with any other Extended Term Tranches so established on such date), provided that any Extended Term Tranche or Extended Term Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Term Loans with like terms that is established on or prior to the date of such Extension Amendment. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (i) replace such Non-Extending Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign pursuant to subsection 10.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all or any part of its rights and obligations under this Agreement with respect to Existing Term Loans to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Term Loans on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Term Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii) if no Event of Default exists under subsection 8.1(a) or (f), upon notice to the Administrative Agent, prepay the Existing Term Loans of such Non-Extending Lender, in whole or in part, subject to subsection 3.12, without premium or penalty. In connection with any such replacement under this subsection 2.5, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (A) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Term Loans so assigned shall be paid in full by the assignee Lender (or, at its option, the Borrower) to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date, the Administrative Agent shall record such assignment in the Register and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) Following any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its Existing Term Loans deemed to be an Extended Term Loan under the applicable Extended Term Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extended Term Tranche; provided that such Lender shall have provided written notice to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion). Following a Designation Date, the Existing Term Loans held by such Lender so elected to be extended will be deemed to be Extended Term Loans of the applicable Extended Term Tranche, and any Existing Term Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Term Loans” of the applicable Tranche. (g) With respect to all Extensions consummated by the Borrower pursuant to this subsection 2.5, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of subsection 3.4 and (ii) no Extension Request is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by the Borrower) of Existing Term Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this subsection 2.5 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including subsections 3.4 and 3.8) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this subsection 2.5.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Us LBM Holdings, Inc.), Second Lien Credit Agreement (Us LBM Holdings, Inc.)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Pro Rata Revolving Credit Commitments and/or the ANZ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Pro Rata Revolving Credit Commitments and/or ANZ Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the ROW Swingline Lender, the Canadian Swingline Lender, the French Swingline Lender, the ANZ Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Borrowers, Guarantors and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with Section 12.1; provided, further, that no Extension Amendment may provide for (i) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Borrower or Guarantor that does not also secure the Existing Tranches and (ii) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Commitments or Extended Loans). It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.6

Appears in 2 contracts

Sources: Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals North America Inc)

Extension Amendments. (a) The Borrower ~~may~~ may, at any time and from time to time after the Agreement Date, request that all or a ~~portion, including one or more Tranches~~ portion of the Term Loans ~~(including any Extended Loans), in each case existing at the time~~ of ~~such request~~ a given Class (each, an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans~~”) be ~~converted~~ amended to extend the ~~termination date thereof and the~~ scheduled ~~maturity date(s~~Maturity Date(s) ~~of any payment of principal~~ with respect to all or a portion of ~~any~~ such ~~Existing Tranche~~ Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”, with any Term Loans of the Existing Tranche ~~which has been~~ not so ~~extended, an~~ extended being referred to as “Non-Extended ~~Tranche” and the Loans of such Tranche, the “Extended~~ Term Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.3. In order to establish any Extended ~~Tranche~~Term Loans, the Borrower shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Term Loans to be established, which ~~terms (other than as provided in clause (C) below) shall~~ Extension Request may be ~~(taken as a whole) substantially similar to~~modified, revoked, or ~~(taken as a whole) no more favorable (as reasonably determined~~ revoked and reissued by the ~~Borrower)~~ Borrower at any time prior to the ~~Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date~~ effectiveness of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Tranche subject to such Extension Request amended into Extended Term Loans shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Tranche which it has elected to request be amended into Extended Term Loans (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, the Term Loans subject to Extension Elections shall be amended to Extended Term Loans on a pro rata basis (subject to rounding by the Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) The terms of the Extended Term Loans to be established pursuant to an Extension Request shall (x) be identical as offered to each Lender under such Existing Tranche (including as to the proposed Interest Rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) shall be identical to the Term Loans under the Existing Tranche from which such Extended Term Loans are to be amended, except that (I) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Incremental Term Loans, Refinancing Term Loans and Extended Term Loans) which have more than three (3) different Maturity Dates (unless otherwise consented to by the Agent); (II) the All-In-Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for the Term Loans of such Existing Tranche, in each case, to the extent provided in the applicable Extension Amendment; (III) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (IV) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof. In any event, the Extended Term Loans: (i) as of the Extension Date, shall not mature earlier than the Maturity Date with respect to the Term Loans in the Existing Tranche; (ii) as of the Extension Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans in the Existing Tranche (except by virtue of amortization of prepayment of the Term Loans in the Existing Tranche prior to the time of such incurrence); (iii) shall be permitted by the terms of all Acceptable Intercreditor Agreements (to the extent any Acceptable Intercreditor Agreement is then in effect); (iv) may participate on a pro rata basis, or less than a pro rata basis (but not on a greater than pro rata basis), in any voluntary prepayments of Term Loans hereunder, as specified in the respective Extension Amendment. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a Class (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). (d) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.3(c)(II) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.3(d) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Borrower, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 13.1 to any Section 2.3 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.3 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.3 Additional Amendments do not become effective prior to the time that such Section 2.3 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Term Loans provided for in any Extension Amendment) by such of the Lenders, the Borrower, the Guarantors and other parties (if any) as may be required in order for such Section 2.3 Additional Amendments to become effective in accordance with Section 13.1. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.3 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.3

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (United Rentals North America Inc), Amendment and Restatement Agreement (United Rentals North America Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including one~~ portion of any of the Commitments or ~~more Tranches of~~ the Loans (including any Extended Loans), ~~in each case~~ existing at the time of such request (~~each~~any such Commitment, an “Existing ~~Tranche~~Commitment” and ~~the Loans of~~ any such ~~Tranche~~existing outstanding Loans, the “Existing Loans”) be converted to ~~extend~~ extend, in the case of Commitments, the termination date thereof ~~and~~ and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion ~~of any such Existing Tranche~~ thereof (any such Existing ~~Tranche~~ Commitment which has been so extended, an “Extended ~~Tranche~~Commitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the ~~Loans~~ case of ~~such Tranche~~a Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.26. In order to establish any Extended ~~Tranche~~Commitment, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche~~Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitment to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitment from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final ~~maturity~~ maturity/termination dates of such Extended ~~Tranches may~~ Commitment shall be delayed to later dates than the final ~~maturity~~ maturity/termination dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitment, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitment and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.26 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended ~~Tranche~~ Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing ~~Tranches~~Commitments, (32) the repayment (other than in connection with a permanent voluntary prepayment or a repayment at the final scheduled maturity of any Term Loans that have not become Extended Term Loans) and the mandatory prepayment ~~or the commitment reduction~~ of any of Extended Term Loans ~~or Commitments under the Extended Tranches~~ shall be made on a pro rata basis with all other outstanding Term Loans ~~or Commitments respectively~~and Other Term Loans; ~~provided that~~ provided, that, Extended Term Loans may, if the Extending Lenders making such Extended Term Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory ~~prepayment~~ repayment or ~~commitment reductions hereunder~~prepayment, (43) (x) the final maturity of any Extended ~~Tranche~~ Loans shall not be earlier ~~than,~~ than any Loans made under the applicable Specified Existing Commitment in respect thereof and (y) if such Extended ~~Tranche is~~ Loans are term loans made under a term facility, the Extended Loans shall not have a ~~Weighted Average Life~~ weighted average life to ~~Maturity~~ maturity shorter ~~than,~~ than any loans made under the applicable Specified Existing ~~Tranche~~Commitment in respect thereof, (54) each Lender in the Specified Existing ~~Tranche~~ Commitment shall be permitted to participate in the Extended ~~Tranche~~ Commitment in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Commitment, (65) assignments and participations of Extended ~~Tranches~~ Commitments shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~9.04 and (6) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Credit Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing ~~Tranche~~ Commitment converted into an Extended ~~Tranche~~ Commitment or Extended Loan pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitment shall constitute a separate ~~Tranche of Loans (and, if applicable, commitments)~~ Class from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments with the same maturity date so established on such date). Any Extended Revolving Loan or Extended Term Loan shall constitute a separate Class from the Existing Loans (together with any other Extended Revolving Loans or Extended Term Loans, as applicable, with the same maturity date so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Class of Existing ~~Tranche~~ Commitments or Existing ~~Tranches~~ Loans are requested to respond~~, and~~ . Any applicable Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitment converted into an Extended Commitment or Existing Loans converted into Extended Loans shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Commitment and/or Existing Loans that it has elected to convert into an Extended Commitment or Extended Loans, as the case may be. In the event that the aggregate amount of the Specified Existing Commitment and/or Existing Loans subject to Extension Elections exceeds the amount of Extended Commitments and/or Extended Loans requested pursuant to the Extension Request, the Specified Existing Commitment and/or Existing Loans subject to Extension Elections shall be converted to Extended Commitments and/or Extended Loans on a pro rata basis based on the amount of Specified Existing Commitments and/or Existing Loans included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Commitments and Extended Loans shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or ~~acceptable to~~prepayments referenced in Section 2.26(a) and which, notwithstanding anything to the contrary set forth in Section 9.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments and/or Extended Loans established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments or tranche of Extended Loans in an aggregate principal amount that is less than $50,000,000 and integral multiples of $5,000,000 in excess thereof, unless otherwise agreed by the Administrative Agent; provided, further, that (x) no Extension Amendment may provide for any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments or Existing Loans and (y) the other terms and conditions applicable to such Extended Loans or Extended Commitments (other than provisions related to maturity, amortization, interest margins, fees or prepayments (which may provide for a less than ratable amount of any mandatory prepayment vis-à-vis the Existing Loans and Existing Commitments but not a more than ratable amount of any mandatory prepayment vis-à-vis the Existing Loans and Existing Commitments) may not differ from those with respect to the Existing Loans or Existing Commitments, as applicable, unless such terms and conditions only apply after the Latest Maturity Date or, if more favorable to the Extending Lenders than the corresponding terms are to the Lenders under the Specified Existing Commitments, may apply to such Specified Existing Commitments and the Loans related thereto. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.26 and the arrangements described above in connection therewith. In connection with any Extension Amendment, if requested by the Administrative Agent, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, the security interests in respect of the Extended Loans and Extended Commitments and such of the other Loan Documents (if any) as may be amended thereby and that the existing security interest of the Collateral Agent shall not be adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Commitment is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Commitment of each Extending Lender, the aggregate principal amount of such Specified Existing Commitment shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitment so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Commitment and Class from the Specified Existing Commitment and from any other Existing Commitments (together with any other Extended Commitment so established on such date) and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under this Agreement, such Loans (and any related participations) shall be deemed to be allocated as Existing Loans (and related participations) and Extended Revolving Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Commitments bear to the applicable Extended Commitments so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, upon notice to the Administrative and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.04 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance. In connection with any such replacement under this Section 2.26, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) This Section 2.26 shall supersede any provisions in Section 2.17, Section 2.18 or Section 9.08 to the contrary.

Appears in 2 contracts

Sources: Credit Agreement (Enviva Partners, LP), Credit Agreement (Enviva Partners, LP)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Parent Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21 or otherwise~~subsection 2.7, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Credit Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Commitments or Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 3 and ~~shall agree~~ Swing Line Loans under subsection 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Lender, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing~~it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, ~~rounding~~ interest margins or fees referenced in subsection 2.7(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.7(c) and notwithstanding anything to the contrary set forth in subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 11.1 to any Subsection 2.7 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Subsection 2.7 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Subsection 2.7 Additional Amendments do not become effective prior to the time that such Subsection 2.7 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request),~~ parties (if any, ) as may be ~~established by~~required in order for such Subsection 2.7 Additional Amendments to become effective in accordance with subsection 11.1; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or ~~acceptable to~~Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the ~~Administrative Agent~~Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, in which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Commitments or Extended Loans). It is understood and agreed that each ~~case acting reasonably to accomplish the~~ Lender has consented for all purposes ~~of this Section 2.~~requiring its

Appears in 2 contracts

Sources: Abl Credit Agreement (Veritiv Corp), Abl Credit Agreement (Veritiv Corp)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including~~ portion of the (i) Term Loans of one or more Tranches ~~of the Loans~~ (including any Extended Term Loans~~), in each case~~ ) existing at the time of such request (each, an “Existing Term Tranche” ”, and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Commitments, as applicable, of such ~~Tranche~~Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and any Revolving Loans made pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Subject to the provisions of this subsection 2.5, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or replaced by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.5 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and ~~Commitments hereunder~~ Initial Revolving Commitments, as applicable, set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended Tranche pursuant to any Extension Request. ~~Any~~ Subject to the second sentence of this paragraph (a), any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or Revolving Commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ ten Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing ~~Tranche or Existing Tranches~~ Tranche(s) are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the aggregate amount of Specified Existing Tranches included in all of the relevant Extension Elections. In connection with any extension of Term Loans pursuant to this subsection 2.5 (each, an “Extension”), the Borrower shall agree to such procedures ~~(including~~ regarding timing, rounding and other administrative adjustments ~~and~~ to ensure reasonable administrative management of the credit facilities hereunder after ~~giving effect to~~ such ~~Extension Request), if any~~Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2~~subsection 2.5. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of subsection 2.5(a), (ii) the definitions of “Additional Obligations”, “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Extended Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any

Appears in 2 contracts

Sources: Credit Agreement (Frontdoor, Inc.), Credit Agreement (Servicemaster Global Holdings Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21; provided that any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of Loans); it being understood that each Lender under the applicable Tranche or Tranches that are being requested to extend shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such Tranche or Tranches. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms and conditions of the Extended Tranche to be established, which terms and conditions (~~other than as provided in clause (C) below~~subject to the proviso at the end of this Section 2.21(a), excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions which shall be determined by the Borrower and the Lenders thereunder) shall be ~~(taken as a whole)~~ substantially ~~similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower)~~ identical to the ~~Lenders providing the Loans that are being extended or replaced (in each case, other than~~ terms ~~applicable only to periods after the Latest Maturity Date~~ and conditions of ~~the Existing Loans) to those applicable to~~ the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ~~except~~ or (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including when taken as a ~~result of any Extended Tranche~~whole) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable less favorable to the Lenders providing such Extended ~~Tranche in addition to or in lieu of any increased margins contemplated~~ Loans (as determined by the ~~preceding clause~~ Borrower in good faith) (A)except for covenants or other provisions (x) applicable only to periods after the applicable Latest Maturity Date of the Existing Loans, or (y) that are added to this Agreement for the ~~commitment fee, if any, with respect to~~ benefit of the ~~Extended Tranche~~ Lenders hereunder (which may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendmentaccomplished without further amendment requirements)); provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not ~~be, (y) in the case of any Extended Tranche relating to Term Loans,~~ be in an amount less than $5,000,000 and ~~(z) in the case~~ integral multiples of ~~any Extended Tranche relating to Revolving Loans hereunder, in an amount less than~~ $~~1,000,000~~1,000,000 above such amount, (2) to the extent secured, no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and ~~if such Extended Tranche is a term facility,~~ shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche on the same terms and conditions as each other Lender in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Tranche, (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04, (7) no Event of Default would exist immediately after giving effect to the funding of such Extended Loans and (8) no extension shall be permitted pursuant to this Section 2.21 unless Lenders holding not less than a majority of the principal amount of such Loans to be extended consent to such extension. No requested Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 2 contracts

Sources: Credit Agreement (Blend Labs, Inc.), Credit Agreement (Par Technology Corp)

Extension Amendments. ~~(a)~~ The ~~Borrower may at any time~~ Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and ~~from time to time request that all or a portion, including one or more Tranches of~~ the ~~Loans (including any Extended Loans), in each case existing at the time of such request~~ other Loan Documents (each, an “~~Existing Tranche~~Extension Amendment”) as may be necessary or appropriate in order to effect the provisions of this Section 2.16, establish new tranches in respect of Extended Loans and Extended Commitments and such amendments as permitted by clause (5) below as may be necessary or appropriate in the reasonable opinion of the Borrower in connection with the establishment of such Extended Loans and Extended Commitments. An Extension Amendment may (a) extend or add “call protection” ~~and~~ to any existing Class of Term Loans, including amendments to Section 2.18, (b) amend the ~~Loans~~ schedule of amortization payments relating to any existing tranche of Term Loans, including amendments to Section 2.07(1) (provided that any such amendment shall not decrease the dollar amount of any amortization payment to any Lender that would have otherwise been payable to such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice Lender prior to the ~~Administrative Agent (who shall provide a copy of such notice to each of the Lenders~~ effectiveness of the applicable ~~Existing Tranche~~Extension Amendment) and (~~an “Extension Request”~~c) ~~setting forth~~ make other amendments to the ~~proposed~~ terms of any existing Term Loans, in the ~~Extended Tranche to be established, which terms (other than as provided in~~ case of each clause (Ca), (b) ~~below~~and (c), so that such Extended Loans and the applicable existing Term Loans form the same Class of Term Loans; provided that such amendments are (x) ~~shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable~~ not adverse to the existing Term Loan Lenders (as ~~reasonably~~ determined in good faith by the Borrower) ~~to the Lenders providing the Loans that are being extended~~ or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) consistent with market terms and conditions at the ~~commitment fee, if any, with respect~~ time of incurrence or effectiveness (as determined by the Borrower in good faith). This Section 2.16 supersedes any provision(s) in Section 2.13 or 10.01 to the ~~Extended Tranche may~~ contrary. Except as otherwise set forth in an Extension Offer, there will be ~~higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first~~ no conditions to the ~~Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable~~ effectiveness of an Extension Amendment~~; provided that, notwithstanding anything to the contrary in~~ . Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this ~~Section 2.21 or otherwise, (1) such Extended Tranche shall~~ Agreement. Any Lender of an existing Class of Term Loans that elects not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in ~~the~~ Extended ~~Tranche in accordance with its pro rata share~~ Loans or Extended Commitments of ~~the Specified Existing Tranche and (6) assignments and participations~~ such Class of ~~Extended Tranches~~ Term Loans shall be ~~governed by the same assignment and participation provisions applicable~~ referred to ~~Loans and Commitments hereunder~~ herein as ~~set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an~~ a “Non-Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such dateLender”. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 2 contracts

Sources: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Holdings Inc.)

Extension Amendments. (a) ~~The~~ So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans~~ portion of any Class of Loans then outstanding selected by the Borrower (such ~~Tranche~~series, the “~~Existing~~ Original Loans”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Loans” and the remainder not so extended, the “Non-Extended Loans”). ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the ~~Lenders of~~ Borrower and the ~~applicable Existing Tranche)~~ Administrative Agent (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Loans, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of ~~the final maturity dates of such~~ Extended ~~Tranches~~ Loans may be delayed to ~~later dates~~ a date after the Maturity Date, (x) Extended Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Loans; provided that at the Weighted Average Life to Maturity of such Extended Loans shall be no ~~time shall there be Revolving Commitments~~ shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y) the ~~interest margins with respect to~~ initial yield (including, without limitation, margins, fees and premiums) of the Extended ~~Tranche~~ Loans may be higher or lower than the initial yield (including, without limitation, margins, fees and premiums) of the Original Loans; provided, however, that if the initial yield on such Extended Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Extended Loans (taking into account any interest ~~margins~~ rate floors with respect to such Extended Loans) and (y) if the Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the ~~Specified Existing Tranche~~amount of such fee, expressed as a percentage of the Extended Loans, being referred to herein as the “Extension Fee”), the amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the ~~prepayment~~ Applicable Margin for the Original Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms ~~may be different and/or (C) additional pricing~~ and ~~fees may be payable~~ changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the ~~Lenders providing~~ related Non-Extended Loans to reduce each scheduled installment for such Non-Extended ~~Tranche in addition~~ Loans to ~~or in lieu~~ an aggregate amount equal to the product of ~~any increased margins contemplated~~ (1) the original aggregate amount of such installment with respect to the Original Loans, multiplied by (2) a fraction, the ~~preceding clause (A),~~ numerator of which is the aggregate principal amount of such related Non-Extended Loans and (y) the ~~commitment fee, if any,~~ denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to ~~the~~ any individual Non-Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended ~~Tranche~~ Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ seven Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which ~~Lenders under~~ the applicable ~~Existing Tranche or Existing Tranches~~ Lenders are requested to ~~respond~~respond (or such later date as the Administrative Agent may agree). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Original Loans converted into Extended Loans shall notify the Administrative Agent (such notice to be in such form as approved from time to time by the Borrower and the Administrative Agent) (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request (which shall ~~agree~~ in any event be no less than three Business Days prior to the effectiveness of the applicable Extension Amendment) of the amount of its Original Loans that it has elected to convert into Extended Loans. In the event that the aggregate amount of the applicable Original Loans subject to Extension Elections exceeds the amount of the applicable Extended Loans requested pursuant to the Extension Request, the applicable Original Loans subject to such ~~procedures (including regarding timing, rounding and other adjustments and~~ Extension Elections shall be converted to ~~ensure reasonable administrative management~~ Extended Loans on a pro rata basis based on the amount of the ~~credit facilities hereunder~~ applicable Original Loans included in each such Extension Election. (c) Subject to the requirements of this Section 2.23, so long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date that such ~~Extension Request~~Extended Loans are established), ~~if any, as~~ Extended Loans may be established bypursuant to a supplement (which shall set forth the effective date of such extension) to this Agreement (which, ~~or acceptable to~~except to the extent otherwise expressly contemplated by this Section 2.23(c), shall require the consent only of the Lenders who elect to make the Extended Loans established thereby) in such form as approved from time to time by the Borrower and the Administrative Agent in the reasonable exercise of its discretion (each, an “Extension Amendment”) executed by the Loan Parties, the Administrative ~~Agent,~~ Agent and the Extending Lenders. Any Extension Amendment may provide for additional terms (other than those referred to or contemplated in ~~each case acting reasonably to accomplish the purposes of~~ this Section 2.2.23 or in the form of the Extension Request or Extension Amendment (each, a “Section 2.23

Appears in 1 contract

Sources: Amendment Agreement (Supervalu Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including one~~ portion of any of the Commitments or ~~more Tranches of~~ the Loans (including any Extended Revolving Loans), ~~in each case~~ existing at the time of such request (~~each~~any such Commitment, an “Existing ~~Tranche”~~ Commitment”, and ~~the Loans of~~ any such ~~Tranche~~existing outstanding Loans, the “Existing Loans”) be converted to ~~extend~~ extend, in the case of Commitments, the termination date thereof ~~and~~ and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion ~~of any such Existing Tranche~~ thereof (any such Existing ~~Tranche~~ Commitment which has been so extended, an “Extended ~~Tranche”~~ Commitment”, and ~~the Loans of~~ any such ~~Tranche~~Existing Loan whose scheduled maturity date(s) has or have been so extended, ~~the~~ an “Extended ~~Loans~~Revolving Loan”) and to provide for other terms consistent with this Section ~~2.21~~2.25. In order to establish any Extended ~~Tranche~~Commitment, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche~~Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitment to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitment from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final ~~maturity~~ maturity/termination dates of such Extended ~~Tranches~~ Commitment may be delayed to later dates than the final ~~maturity~~ maturity/termination dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitment, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitment and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended ~~Tranche~~ Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing ~~Tranches~~Commitments, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (42) the final maturity of any Extended ~~Tranche~~ Revolving Loan shall not be earlier ~~than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ than any Loan made under the applicable Specified Existing ~~Tranche~~Commitment in respect thereof, (53) each Lender in the Specified Existing ~~Tranche~~ Commitment shall be permitted to participate in the Extended ~~Tranche~~ Commitment in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Commitment, (64) assignments and participations of Extended ~~Tranches~~ Commitments shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~9.04 and (5) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing ~~Tranche~~ Commitment converted into an Extended ~~Tranche~~ Commitment pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitment shall constitute a separate ~~Tranche~~ commitment of Loans ~~(and, if applicable, commitments)~~ from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing ~~Tranche~~ Commitments or Existing ~~Tranches~~ Commitments are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitment converted into an Extended Commitment shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitment that it has elected to convert into an Extended Commitment. In the event that the aggregate amount of the Specified Existing Commitment subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitment subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. (c) Extended Commitments and Extended Revolving Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or prepayments referenced in Section 2.25(a) and which, notwithstanding anything to the contrary set forth in Section 9.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrower, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments or tranche of Extended Revolving Loans in an aggregate principal amount that is less than $50,000,000 and integral multiples of $5,000,000 in excess thereof; provided, further, that no Extension Amendment may provide for any Extended Commitment or Extended Revolving Loans to be secured by any Collateral that does not also secure the Existing Commitments or Existing Loans. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.25 and the arrangements described above in connection therewith. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such ~~procedures (including regarding timing~~Extension Amendment, ~~rounding and other adjustments and to ensure reasonable administrative management~~ this Agreement as amended thereby, the security interests in respect of the ~~credit facilities hereunder after giving effect to~~ Extended Revolving Loans and Extended Commitments and such ~~Extension Request),~~ of the other Loan Documents (if any, ) as may be ~~established by~~amended thereby and that the existing security interest of the Collateral Agent shall not be adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, ~~or acceptable to~~(A) on any date on which any Existing Commitment is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Commitment of each Extending Lender, the ~~Administrative Agent~~aggregate principal amount of such Specified Existing Commitment shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitment so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Commitment from the Specified Existing Commitment and from any other Existing Commitments (together with any other Extended Commitment so established on such date) and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Commitments, such loans (and any related participations) shall be deemed to be allocated as Existing Loans (and related participations) and Extended Revolving Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Commitments bear to the applicable Extended Commitments so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each ~~case acting reasonably~~ such Lender, a “Non-Extending Lender”) then the Borrower may, upon notice to ~~accomplish~~ the ~~purposes~~ Administrative Agent and such Non-Extending Lender, (i) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.04 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii) prepay the Loans and, at the Borrower’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 2.20, without premium or penalty. In connection with any such replacement under this Section 22.25, if a Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date as of which all obligations of the Borrower owing to such Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) This Section 2.25 shall supersede any provisions in Section 2.16 or Section 2.17 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Tallgrass Energy GP, LP)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.7 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Credit Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Credit Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Credit Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 3 and ~~shall agree~~ Swing Line Loans under subsection 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Commitments shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.7(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.7(c) and notwithstanding anything to the contrary set forth in subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent, the Canadian Agent, if applicable, and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 11.1 to any Subsection 2.7 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Subsection 2.7 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Subsection 2.7 Additional Amendments do not become effective prior to the time that such Subsection 2.7 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Subsection 2.7 Additional Amendments to become effective in accordance with subsection 11.1; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Tranches). It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes~~ other Loan Documents authorized by this subsection 2.7 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of ~~this Section 2.~~any Lender to the terms of any Subsection 2.7

Appears in 1 contract

Sources: Abl Credit Agreement (Hd Supply, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.6 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans ~~and Commitments hereunder as~~ set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or revolving commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in subsection 2.6(a) clauses (w) through (z), and ~~shall agree~~ (ii) the definitions of “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” to ~~such procedures (including regarding timing~~amend the maturity date and the weighted average life to maturity requirements, ~~rounding~~ from the applicable Maturity Date and ~~other adjustments and~~ weighted average life to ~~ensure reasonable administrative management~~ maturity of the ~~credit facilities hereunder after giving effect~~ Term Loans to the extended maturity date and the weighted average life to maturity of such ~~Extension Request), if any~~Extended Tranche, as ~~may be~~ applicable, and which, in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.6(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $15.0 million. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranches and (b) with respect to Extended Loans that are Term Loans, so long as any Loans of the Specified Existing Tranche from which such Extended Loans were converted are outstanding, any mandatory prepayment provisions that do not also apply to such Specified Existing Tranche on a pro rata basis. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes~~ other Loan Documents authorized by this subsection 2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of ~~this Section 2.~~any Lender to the

Appears in 1 contract

Sources: Credit Agreement (US Foods Holding Corp.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended ~~Loans), in each case existing at the time of such request (each,~~ Loans under an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans”~~) be converted to extend the termination date thereof and ~~the~~ scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any 1003651351v23 Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches ~~may~~ shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended ~~Tranches~~ Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to ~~Loans and~~ Initial Revolving Commitments ~~hereunder as~~ set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower)~~, if any, as may~~ . The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. 1003651351v23 (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in Section 2.25(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.25(c) and notwithstanding anything to the contrary set forth in Section 10.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 10.08 to any Section 2.25 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.25 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.25 Additional Amendments do not become effective prior to the time that such Section 2.25 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, the Borrower and other parties (if any) as may be required in order for such Section 2.25 Additional Amendments to become effective in accordance with Section 10.08; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis after the occurrence of an acceleration of the Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 2.2.25 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.25

Appears in 1 contract

Sources: Credit Agreement (Warner Music Group Corp.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.6 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans ~~and Commitments hereunder as~~ set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or revolving commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in subsection 2.6(a) clauses (w) through (z), and ~~shall agree~~ (ii) the definitions of “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” to ~~such procedures (including regarding timing~~amend the maturity date and the weighted average life to maturity requirements, ~~rounding~~ from the applicable Maturity Date and ~~other adjustments and~~ weighted average life to ~~ensure reasonable administrative management~~ maturity of the ~~credit facilities hereunder after giving effect~~ Term Loans to the extended maturity date and the weighted average life to maturity of such ~~Extension Request), if any~~Extended Tranche, as ~~may be~~ applicable, and which, in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.6(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in ~~each case acting reasonably~~ an aggregate principal amount that is less than $15.0 million. Notwithstanding anything to ~~accomplish~~ the ~~purposes~~ contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranches and (b) with respect to Extended Loans that are

Appears in 1 contract

Sources: Term Loan Credit Agreement (US Foods Holding Corp.)

Extension Amendments. (a) ~~The Borrower may at any time and from time~~ Notwithstanding anything to ~~time request that all or a portion~~the contrary in this Agreement, ~~including~~ pursuant to one or more ~~Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request~~ offers (each, an “~~Existing Tranche” and~~ Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such ~~Tranche~~Class) and on the same terms to each such Lender, the ~~“Existing Loans”) be converted~~ Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the ~~termination~~ maturity date ~~thereof and the scheduled maturity date(s)~~ of ~~any payment of principal with respect to~~ all or a portion of ~~any~~ such ~~Existing Tranche~~ Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (~~any~~ including by increasing the interest rate or fees payable in respect of such ~~Existing Tranche which has been so extended~~Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension”); it being understood that any Extended ~~Tranche”~~ Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the ~~Loans~~ Class of ~~such Tranche~~Revolving Credit Commitments from which they were converted, so long as the ~~“Extended Loans”~~following terms are satisfied: (i) except as to (A) interest rates, fees and final maturity (which shall, subject to immediately succeeding clause (iii) and to ~~provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche~~the extent applicable, be determined by the Borrower ~~shall provide a notice~~ and any Lender who agrees to an Extension of its Revolving Credit Commitments and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Revolving Credit Commitments or Extended Revolving Credit Loans (each as defined below) that are more favorable to the lenders or the agent of such Extended Revolving Credit Commitments or Extended Revolving Credit Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Revolving Lenders or, as applicable, the Administrative Agent ~~(who shall provide a copy of such notice~~ pursuant to ~~each of the Lenders of~~ the applicable ~~Existing Tranche) (an “~~Extension ~~Request”) setting forth the proposed terms of the Extended Tranche to be established~~Amendment, ~~which terms (other than as provided in clause~~ and (C) ~~below) shall be (taken as a whole) substantially similar to,~~ any covenant or ~~(taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case,~~ other ~~than terms~~ provision applicable only to periods after the Latest ~~Maturity~~ Revolving Credit Termination Date (as determined as of the ~~Existing~~ date of such Extension), the Revolving Credit Commitment of any Lender who agrees to an extension with respect to such Commitment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall constitute a revolving commitment (or related outstandings, as the case may be) with substantially consistent terms (or terms not less favorable to ~~those~~ existing Lenders) as the Class of Revolving Credit Commitments subject to the relevant Extension Offer (and related outstandings) provided hereunder; provided that to the extent more than one Class of Revolving Credit Commitments exists after giving effect to any such Extension, (x) the borrowing and repayment (except for (1) payments of interest and fees at different rates applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Credit Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and ~~fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A~~related outstandings), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) ~~no Extended Tranche shall be secured by or receive~~ repayments required upon the ~~benefit~~ maturity date of any ~~collateral, credit support or security that does not secure or support the Existing Tranches,~~ Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of Revolving Credit Commitments after the ~~mandatory prepayment or the commitment reduction~~ effective date of ~~any of Loans or Commitments under the~~ such Extended ~~Tranches~~ Revolving Credit Commitments) shall be made on a pro rata basis with all other ~~outstanding~~ Revolving Credit Commitments and (y) any permanent repayment of Revolving Loans with respect to, and reduction or termination of Revolving Credit Commitments ~~respectively; provided that Extended Loans may, if~~ after the ~~Extending Lenders making~~ effective date of such Extended Revolving Credit Commitments shall be made with respect to such Extended Revolving Credit Loans ~~so agree, participate~~ on a pro rata basis or less than pro rata basis with all other Revolving Credit Loans; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in ~~any mandatory prepayment or commitment reductions hereunder~~prepayments (which shall, subject to immediately succeeding clauses (iii), (4iv) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (~~6) assignments and participations of Extended Tranches shall~~ v), be ~~governed~~ determined by the ~~same assignment~~ Borrower and ~~participation provisions applicable~~ any Lender who agrees to an Extension of its Term Loans and ~~Commitments hereunder as~~ set forth in ~~Section 10.04. No Lender shall have any obligation~~ the relevant Extension Offer), (B) terms applicable to ~~agree~~ such Extended Term Loans that are more favorable to ~~have any~~ the lenders or the agent of ~~its Existing~~ such Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, if as applicable, ~~commitments~~ the Administrative Agent pursuant to the applicable Extension Amendment and (C) any covenant or other provision applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of such Extension), the Term Loans of any ~~Existing Tranche converted into an Extended Tranche~~ Lender extended pursuant to any Extension ~~Request. Any~~ (any such extended Term Loans, the “Extended ~~Tranche~~ Term Loans”) shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days have substantially consistent terms (or ~~such shorter period~~ terms not less favorable to existing Lenders) as ~~may be agreed by~~ the ~~Administrative Agent in its sole discretion) prior~~ tranche of Term Loans subject to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such relevant Extension ~~Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.~~Offer;

Appears in 1 contract

Sources: Credit Agreement (Cars.com Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended ~~Loans), in each case existing at the time of such request (each,~~ Loans under an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans”~~) be converted to extend the termination date thereof and ~~the~~ scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches ~~may~~ shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended ~~Tranches~~ Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to ~~Loans~~ Initial Revolving Commitments and ~~Commitments hereunder~~ 2020 Revolving Commitments, as applicable, set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower)~~, if any, as may~~ . The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in Section 2.25(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.25(c) and notwithstanding anything to the contrary set forth in Section 10.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 10.08 to any Section 2.25 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.25 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.25 Additional Amendments do not become effective prior to the time that such Section 2.25 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, the Borrower and other parties (if any) as may be required in order for such Section 2.25 Additional Amendments to become effective in accordance with Section 10.08; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis after the occurrence of an acceleration of the Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish the purposes of~~ consent to each amendment to this ~~Section 2.~~Agreement

Appears in 1 contract

Sources: Credit Agreement (Warner Music Group Corp.)

Extension Amendments. (a) The ~~Borrower~~ Borrowers may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof ~~and~~ and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower Agent shall provide a written notice (including by email) to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be ~~established,~~ established which terms ~~(other than as provided in clause (C) below)~~ shall be ~~(taken~~ as ~~a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined~~ agreed by the ~~Borrower) to~~ Borrowers and the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension AmendmentLoans; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) ~~such~~ the Extended Tranche shall not ~~be, (y) in the case of any Extended Tranche relating to Term Loans,~~ be in an amount less than $5,000,000 or such other amount as the Borrower Agent and the Administrative Agent shall reasonably agree (~~z) in~~ it being understood that the ~~case of any Extended Tranche relating to Revolving Loans hereunder, in an~~ actual principal amount ~~less~~ thereof provided by the applicable lenders may be lower than ~~$1,000,000~~such minimum amount), (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, and, in the event any portion of any mandatory or voluntary prepayment is declined by any other Term Loan Lenders such portion may be paid in respect of such Extended Loans on a greater than pro rata basis, (4) the final maturity of any Extended Tranche shall not be earlier than, and ~~if such Extended Tranche is a term facility,~~ shall not have a Weighted Average Life to Maturity shorter than, the applicable Existing Tranche from which it is to be extended (the “Specified Existing Tranche”), (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04; provided further that a certificate delivered to the Administrative Agent at least two Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrowers have determined in good faith that terms and conditions of any Extended Tranche satisfy the requirements of this Section 2.21(a), shall be conclusive evidence absent manifest error that such terms and conditions satisfy the requirements of this Section 2.21(a). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on or after such date. (b) The ~~Borrower~~ Borrowers shall provide the applicable Extension Request at least ~~fifteen (15)~~ five Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or prepayments or, subject to clause (a) of this Section 2.21, any other provisions, and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall ~~agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ not require the consent of the ~~credit facilities hereunder after giving effect~~ Administrative Agent (except to ~~such Extension Request), if any, as may be established by~~the extent affecting the rights and duties of, or ~~acceptable~~ any fees or other amounts payable to, the Administrative Agent) or any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties and the Extending Lenders. It is understood and agreed that each Lender consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. The Borrowers may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower Agent in its sole discretion. The Borrower Agent shall provide the Administrative Agent written notice (including via email) no later than two Business Days prior to the execution and delivery of any Extension Amendment, and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such Extension Amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Requirements of Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment shall in no way affect the effectiveness of any Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case ~~acting reasonably~~ of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the ~~purposes~~ aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on or after such date. If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrowers may, on written notice (including by email) to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee, if any, and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be Paid in Full at par, plus any amounts payable pursuant to Section 2.10(j), to such Non-Extending Lender and any corresponding Commitments shall be terminated concurrently with such Assignment and Assumption by the assignee Lender or the Borrowers, as applicable, or (B) prepay the Loans and all other Obligations owing to and, at the Borrowers’ option, if applicable, terminate the Commitments of, such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty (except as and to the extent provided in Section 2.10(j)). In connection with any such replacement under this Section 22.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be Paid in Full to such Non-Extending Lender by the assignee Lender or the Borrowers, as applicable, and any corresponding Commitments shall be terminated then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrowers shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.21(e) shall supersede any provisions in Section 10.02 to the contrary.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Solera Corp.)

Extension Amendments. (a) The Borrower Agent may at any time and from time to time request that all or a portion, including one or more Tranches of the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the ~~Borrower~~Borrowers) to the Lenders providing the Loans that are being extended or replaced (in each case, other than for terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the optional prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not ~~be, (y) in the case of any Extended Tranche relating to Term Loans,~~ be in an amount less than $~~5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000~~25,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower Agent shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or ~~acceptable to~~prepayments and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Administrative Agent, in and the Extending Lenders. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date). (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower Agent may, on notice to the Administrative and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption or (B) prepay the Loans and, at the Borrower Agent’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 2.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower Agent shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Transfirst Holdings Corp.)

Extension Amendments. (a) The Borrower may at any time and from time to ~~time request that all~~ time, without the consent of the Administrative Agent or ~~a portion~~the Required Lenders, ~~including~~ agree with one or more ~~Tranches of~~ Lenders that the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the scheduled termination date ~~thereof and the scheduled maturity date(s~~or Maturity Date (as applicable) ~~of any payment of principal~~ with respect to all or a portion of any of such Lenders’ Commitments or Loans (including, for the avoidance of doubt, any previously Extended Revolving Loans), existing at the time of such request (any such Commitment, an “Existing ~~Tranche~~ Commitment” and any such existing outstanding Loans, the “Existing Loans”) be extended (any such Existing ~~Tranche~~ Commitment which has been so extended, an “Extended ~~Tranche~~Commitment” and ~~the Loans of~~ any such ~~Tranche~~Existing Loan whose scheduled maturity date(s) has or have been so extended, ~~the~~ an “Extended ~~Loans~~Revolving Loan”) and to provide for other terms consistent with this Section ~~2.21~~2.25. In order to establish any Extended ~~Tranche~~Commitment or Extended Revolving Loan, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche~~Commitment) (an “Extension Request”~~) setting~~ ), which Extension Request may be conditioned as determined by the Borrower and set forth in such Extension Request and will set forth the proposed terms of the Extended ~~Tranche~~ Commitment or Extended Revolving Loan to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, below and covenants and other ~~than terms~~ provisions applicable ~~only~~ to periods after the ~~Latest~~ Maturity Date of ~~the Existing~~ any non-Extended Revolving Loans) shall be identical to those applicable to the Existing ~~Tranche~~ Loans or Existing Commitment from which they are to be extended (any such Existing Commitment, the “Specified Existing ~~Tranche~~Commitment” and any such Existing Loan, the “Specified Existing Loan”), ) except (wx) all or any of the final ~~maturity~~ maturity/termination dates of such Extended ~~Tranches~~ Commitment or Extended Revolving Loan may be delayed to later dates than the final ~~maturity~~ maturity/termination dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving Commitments~~ Commitment or Specified Existing Loan (~~including~~ as ~~a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~applicable), (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitment or Extended Revolving Loan may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitment or Specified Existing Loan (as applicable) and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitment or Extended Revolving Loan in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended ~~Tranche~~ Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing ~~Tranches~~Commitments and Existing Loans, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (42) the final maturity of any Extended ~~Tranche~~ Revolving Loan shall not be earlier ~~than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ than any Loan made under the applicable Specified Existing ~~Tranche~~Commitment in respect thereof, (53) each Lender in with respect to the Specified Existing ~~Tranche~~ Commitment or Specified Existing Loans (as applicable) shall be permitted to participate in the Extended ~~Tranche~~ Commitment or Extended Revolving Loan (as applicable) in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Commitment or Specified Existing Loan, (64) except with respect to periods after the Maturity Date of any non-Extended Commitments or non-Extended Revolving Loans, assignments and participations of Extended ~~Tranches~~ Commitments and Extended Revolving shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~9.04 and (5) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, ~~commitments~~ any of ~~any~~ its Existing ~~Tranche~~ Commitment converted into an Extended ~~Tranche~~ Commitment or Extended Revolving Loan pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitment shall constitute a separate ~~Tranche~~ commitment of Loans ~~(and, if applicable, commitments)~~ from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders ~~under~~ with respect to the applicable Existing ~~Tranche~~ Commitments or Existing ~~Tranches~~ Loans are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitment or Specified Existing Loans converted into Extended Commitments or Extended Revolving Loans shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Commitment or Specified Existing Loans that it has elected to convert into an Extended Commitment or Extended Revolving Loan. In the event that the aggregate amount of the Specified Existing Commitment or Specified Existing Loans subject to Extension Elections exceeds the amount of Extended Commitments or Extended Revolving Loans requested pursuant to the Extension Request, the Specified Existing Commitment or Specified Existing Loans subject to Extension Elections shall be converted to Extended Commitments or Extended Revolving Loans (as applicable) on a pro rata basis based on the amount of Specified Existing Commitments or Specified Existing Loans included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Commitments and Extended Revolving Loans shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments on terms consistent with this Section 2.25 and which, notwithstanding anything to the contrary set forth in Section 9.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments or ~~acceptable to~~Extended Revolving Loans established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments or tranche of Extended Revolving Loans in an aggregate principal amount that is less than $50,000,000 and integral multiples of $5,000,000 in excess thereof; provided, further, that no Extension Amendment may provide for any Extended Commitment or Extended Revolving Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments or Existing Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.25 and the arrangements described above in connection therewith. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, the security interests in respect of the Extended Revolving Loans and Extended Commitments and such of the other Loan Documents (if any) as may be amended thereby and that the existing security interest of the Collateral Agent shall not be adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Commitment or Existing Loan is extended in accordance with this Section 2.25 (an “Extension Date”), in the case of the Specified Existing Commitment and Specified Existing Loans of each Extending Lender, the aggregate principal amount of such Specified Existing Commitment and Specified Existing Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments or Extended Revolving Loans so converted by such Lender on such date, and such Extended Commitments or Extended Revolving Loans shall be established as a separate Commitment or separate tranche of Loans from the Specified Existing Commitment or Specified Existing Loans and from any other Existing Commitments or Existing Loans (together with any other Extended Commitment or Extended Revolving Loans so established on such date). (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, upon notice to the Administrative and the Non-Extending Lender, (i) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.04 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii) prepay the Loans and, at the Borrower’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 2.20, without premium or penalty. In connection with any such replacement under this Section 2.25, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) This Section 2.25 shall supersede any provisions in Section 2.16 or Section 2.17 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (World Point Terminals, LP)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Revolving Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.7. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.7 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less~~ Commitments but other than ~~pro rata basis in~~ any ~~mandatory prepayment or commitment reductions hereunder~~FILO Tranche), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. Any Lender not responding to an Extension Request shall be deemed to have elected to decline to have any of its Specified Existing Commitments converted into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 3 and ~~shall agree~~ Swing Line Loans under subsection 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Lender, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Commitments shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.7(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.7(c) and notwithstanding anything to the contrary set forth in subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent, the Issuing Lenders and the Extending Lenders; provided that no such Extension Amendment shall amend the rights of any Lender not participating in ~~each case acting reasonably~~ the Extension Amendment other than to ~~accomplish~~ the ~~purposes~~ extent amendments are permitted by the Required Lenders or such other percentage of Lenders as required by subsection 11.1(a). No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $250.0 million. Notwithstanding anything to the contrary in this ~~Section 2.~~Agreement and without limiting the generality or applicability of subsection 11.1 to any Subsection 2.7 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional

Appears in 1 contract

Sources: Abl Credit Agreement (US Foods Holding Corp.)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the (i) Term Loans (including any Extended ~~Loans~~Term Loans and term letter of credit commitments related to any term “C” loan facility), in each ~~case~~ existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”) or (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche,” and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments,” and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche,” as applicable, and each an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and, if the Extension Request relates to any Tranche of Revolving Commitments, the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments” and, if the Extension Request relates to any Tranche of Term Loans, the Loans of such Tranche, the “Extended Term Loans” and the commitments of such Tranche, the “Extended Term Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.10; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in interest margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension ~~Amendment~~Amendment and (z) subject to clause (c) below, amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.10 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Parent Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and ~~Commitments hereunder~~ Initial Revolving Commitments, as applicable, set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or Revolving Commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Parent Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Parent Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in Section 2.10(a) clauses (w) to (z) and (ii) the definitions of “Additional Obligations,” “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date from the applicable Maturity Date then in effect with respect to the applicable Existing Loans to the extended maturity date of such Extended Tranche, and which in each case, except to the extent expressly contemplated by the penultimate sentence of this Section 2.10(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall ~~agree~~ not require the consent of any Lender other than the Extending Lenders with respect to ~~such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of~~ the ~~credit facilities hereunder after giving effect to such Extension Request), if any, as may be~~ Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 11.1 to any Section 2.10 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.10 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.10 Additional Amendments do not become effective prior to the time that such Section 2.10 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, the Borrowers and other parties (if any) as may be required in order for such Section 2.10 Additional Amendments to become effective in accordance with Section 11.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranche and (b) so long as any Existing Term Tranches are outstanding, any mandatory prepayment provisions that do not also apply to (i) with respect to any Extended Tranche in the form of a term “C” loan facility, the Existing Term Tranches in the form of term “C” loan facilities on a pro rata basis and (ii) with respect to all other Extended Term Loans, the Existing Term Tranches (other than Existing Tranches in the form of term “C” loan facilities) on a pro rata basis, in each ~~case acting reasonably~~ case, after the occurrence of an acceleration of the Loans. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 2.2.10 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.10

Appears in 1 contract

Sources: Credit Agreement (Hertz Corp)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be ~~(taken as a whole)~~ identicalExtension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be ~~extended~~ convertedextended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.6 or otherwise, ~~(1) such~~ no Extended Loans may be optionally prepaid, and no Commitment under the corresponding Extended Tranche ~~shall not be~~may be permanently reduced, prior to the date on which all Loans (yand applicable Commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche ~~and (6) assignments and participations of~~ from which such Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to~~ Loans and applicable Commitments ~~hereunder as set forth~~ were converted are repaid (and terminated) in ~~Section 10.04~~full, unless such optional prepayment is accompanied by an at least pro rata prepayment (and corresponding reduction) of Loans and applicable Commitments of the Specified Existing Tranche from which such Extended Loans were converted. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins or fees referenced in subsection 2.6(a) clauses (x) to (z) and which, and ~~shall agree~~ (ii) the definitions of “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” to ~~such procedures (including regarding timing~~amend the maturity date and the weighted average life to maturity requirements, ~~rounding~~ from the Term Loan Maturity Date and ~~other adjustments and~~ weighted average life to ~~ensure reasonable administrative management~~ maturity of the ~~credit facilities hereunder after giving effect~~ Term Loans to the extended maturity date and the weighted average life to maturity of such ~~Extension Request), if any~~Extended Tranche, as ~~may be~~ applicable, and which, in each case, except to the extent expressly contemplated by the penultimatethird to last sentence of this subsection 2.6(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $200,000,000. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) with respect to Extended Loans that are Term Loans, so long as any Loans of the Specified Existing Tranche from which such Extended Loans were converted are outstanding, any mandatory prepayment provisions that do not also apply to such Specified Existing Tranche on a pro rata basis. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes~~ other Loan Documents authorized by this subsection 2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of ~~this~~ any Lender to the terms of any Section 2.2.6

Appears in 1 contract

Sources: Credit Agreement (Trans-Porte, Inc.)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Revolving Credit Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.11. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.11 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Article 3 and ~~shall agree~~ Swing Line Loans under Section 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Commitments shall be established ~~by, or acceptable to, the Administrative Agent, in each case acting reasonably~~ pursuant to ~~accomplish the purposes of~~ an amendment (an “Extension Amendment”) to this ~~Section 2.~~Agreement (which may include

Appears in 1 contract

Sources: Credit Agreement (Hertz Global Holdings Inc)

Extension Amendments. (a) (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under each of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to ~~Term Loans, in an amount less than $5,000,000 and (z) in~~ Loans under the ~~case of any Extended Tranche relating to~~ Revolving ~~Loans~~ Facility hereunder, in an amount less than $~~1,000,000~~50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment or and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, . Any Lender (an “Extending Lender” and with respect to Term Loans an “Extending Term Loan Lender” and with respect to Revolving Commitments an “Extending Revolving Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2~~Election.

Appears in 1 contract

Sources: Incremental Commitment Agreement (KAR Auction Services, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof ~~and~~ and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.20. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be ~~established,~~ established which terms ~~(other than as provided in clause (C) below)~~ shall be ~~(taken~~ as ~~a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined~~ agreed by the ~~Borrower) to~~ Borrower and the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension AmendmentLoans; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ ‎Section 2.20 or otherwise, (1) ~~such~~ the Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount), and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $~~1,000,000~~1,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount), (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, and, in the event any portion of any mandatory or voluntary prepayment is declined by any other Term Lenders such portion may be paid in respect of such Extended Loans on a greater than pro rata basis, (4) the final maturity of any Extended Tranche shall not be earlier than, ~~and~~ and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the final maturity of the applicable Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche, (6) in the case of any Extended Tranche relating to Revolving Loans that results in an extension of an Issuing Bank’s obligations with respect to any Letters of Credit, the consent of such Issuing Bank shall be required and (67) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in ‎Section 10.04; provided further that a certificate delivered to the Administrative Agent at least two Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that terms and conditions of any Extended Tranche satisfy the requirements of this Section ~~10.04~~2.20(a), shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.20(a) unless the Administrative Agent notifies the Borrower within such two Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on or after such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ five Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or prepayments or, subject to clause (a) of this ‎Section 2.20, any other provisions, and which, except to the extent expressly contemplated by the penultimate sentence of this ‎Section 2.20(c) and notwithstanding anything to the contrary set forth in ‎Section 10.02, shall ~~agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ not require the consent of the ~~credit facilities hereunder after giving effect~~ Administrative Agent (except to ~~such Extension Request), if any, as may be established by~~the extent affecting the rights and duties of, or ~~acceptable~~ any fees or other amounts payable to, the Administrative Agent) or any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties and the Extending Lenders. It is understood and agreed that each Lender (other than the Extending Lenders) and (except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) the Administrative Agent have consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this ‎Section 2.20 and the arrangements described above in ~~each case acting reasonably~~ connection therewith. This ‎Section 2.20(c) shall supersede any provisions in ‎Section 10.02 to ~~accomplish~~ the ~~purposes~~ contrary. The Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. The Borrower shall provide the Administrative Agent written notice (including via email) no later than two Business Days prior to the execution and delivery of any Extension Amendment. For the avoidance of doubt, acknowledgement by the Administrative Agent of any Extension Amendment shall not be required for the effectiveness of any such Extension Amendment. If the Person or Persons arranging such Extended Tranches is not the Administrative Agent, the actions authorized to be taken by the Extending Lender herein shall be done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 22.20(c) (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein; provided, for the avoidance of doubt, the consent of the Administrative Agent shall not be required nor shall the comments of the Administrative Agent be required to be accepted for the efficacy of any such Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on or after such date, and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to ‎Section 10.04 (with the assignment fee, if any, and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be Paid in Full at par to such Non-Extending Lender concurrently with such Assignment and Assumption by the assignee Lender or the Borrower, as applicable, or (B) prepay the Loans and all other Obligations owing to and, at the Borrower’s option, if applicable, terminate the Commitments of, such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this ‎Section 2.20, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be Paid in Full to such Non-Extending Lender by the assignee Lender or the Borrower, as applicable, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.20(e) shall supersede any provisions in ‎Section 10.02 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Ping Identity Holding Corp.)

Extension Amendments. (a) The Borrower ~~may~~ may, at any time and from time to time after the Closing Date, request that all or a ~~portion, including one or more Tranches~~ portion of the Term Loans ~~(including any Extended Loans), in each case existing at the time~~ of ~~such request~~ a given Class (each, an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans~~”) be ~~converted~~ amended to extend the ~~termination date thereof and the~~ scheduled ~~maturity date(s~~Maturity Date(s) ~~of any payment of principal~~ with respect to all or a portion of ~~any~~ such ~~Existing Tranche~~ Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”, with any Term Loans of the Existing Tranche ~~which has been~~ not so ~~extended, an~~ extended being referred to as “Non-Extended ~~Tranche” and the Loans of such Tranche, the “Extended~~ Term Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.3. In order to establish any Extended ~~Tranche~~Term Loans, the Borrower shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Term Loans to be established, which ~~terms (other than as provided in clause (C) below) shall~~ Extension Request may be ~~(taken as a whole) substantially similar to~~modified, revoked, or ~~(taken as a whole) no more favorable (as reasonably determined~~ revoked and reissued by the ~~Borrower)~~ Borrower at any time prior to the ~~Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date~~ effectiveness of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Tranche subject to such Extension Request amended into Extended Term Loans shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Tranche which it has elected to request be amended into Extended Term Loans (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, the Term Loans subject to Extension Elections shall be amended to Extended Term Loans on a pro rata basis (subject to rounding by the Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) The terms of the Extended Term Loans to be established pursuant to an Extension Request shall (x) be identical as offered to each Lender under such Existing Tranche (including as to the proposed Interest Rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) shall be identical to the Term Loans under the Existing Tranche from which such Extended Term Loans are to be amended, except that (I) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Incremental Term Loans, Refinancing Term Loans and Extended Term Loans) which have more than three (3) different Maturity Dates (unless otherwise consented to by the Agent); (II) the All-In-Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for the Term Loans of such Existing Tranche, in each case, to the extent provided in the applicable Extension Amendment; (III) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (IV) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof. In any event, the Extended Term Loans: (i) as of the Extension Date, shall not mature earlier than the Maturity Date with respect to the Term Loans in the Existing Tranche; (ii) as of the Extension Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans in the Existing Tranche (except by virtue of amortization of prepayment of the Term Loans in the Existing Tranche prior to the time of such incurrence); (iii) shall be permitted by the terms of all Acceptable Intercreditor Agreements (to the extent any Acceptable Intercreditor Agreement is then in effect); (iv) may participate on a pro rata basis, or less than a pro rata basis (but not on a greater than pro rata basis), in any voluntary prepayments of Term Loans hereunder, as specified in the respective Extension Amendment. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a Class (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). (d) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.3(c)(II) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.3(d) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Borrower, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 13.1 to any Section 2.3 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.3 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.3 Additional Amendments do not become effective prior to the time that such Section 2.3 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Term Loans provided for in any Extension Amendment) by such of the Lenders, the Borrower, the Guarantors and other parties (if any) as may be required in order for such Section 2.3 Additional Amendments to become effective in accordance with Section 13.1. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.3 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.3

Appears in 1 contract

Sources: Credit and Guaranty Agreement (United Rentals North America Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21; provided that any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of Loans); it being understood that each Lender under the applicable Tranche or Tranches that are being requested to extend shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such Tranche or Tranches. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms and conditions of the Extended Tranche to be established, which terms and conditions (~~other than as provided in clause (C) below~~subject to the proviso at the end of this Section 2.21(a), excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions which shall be determined by the Borrower and the Lenders thereunder) shall be ~~(taken as a whole)~~ substantially ~~similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower)~~ identical to the ~~Lenders providing the Loans that are being extended or replaced (in each case, other than~~ terms ~~applicable only to periods after the Latest Maturity Date~~ and conditions of ~~the Existing Loans) to those applicable to~~ the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ~~except~~ or (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including when taken as a ~~result of any Extended Tranche~~whole) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable less favorable to the Lenders providing such Extended ~~Tranche in addition to or in lieu of any increased margins contemplated~~ Loans (as determined by the ~~preceding clause~~ Borrower in good faith) (A)except for covenants or other provisions (x) applicable only to periods after the applicable Latest Maturity Date of the Existing Loans, or (y) that are added to this Agreement for the ~~commitment fee, if any, with respect to~~ benefit of the ~~Extended Tranche~~ Lenders hereunder (which may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendmentaccomplished without further amendment requirements)); provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not ~~be, (y) in the case of any Extended Tranche relating to Term Loans,~~ be in an amount less than $5,000,000 and ~~(z) in the case~~ integral multiples of ~~any Extended Tranche relating to Revolving Loans hereunder, in an amount less than~~ $~~1,000,000~~1,000,000 above such amount, (2) to the extent secured, no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and ~~if such Extended Tranche is a term facility,~~ shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche on the same terms and conditions as each other Lender in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Tranche, (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04, (7) no Event of Default would exist immediately after giving effect to the funding of such Extended Loans and (8) no extension shall be permitted pursuant to this Section 2.21 unless Lenders holding not less than a majority of the principal amount of such Loans to be extended consent to such extension. No requested Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case ~~acting reasonably to accomplish the purposes of this Section 2.~~acting

Appears in 1 contract

Sources: Credit Agreement (2U, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including~~ portion of the (i) Term Loans of one or more Tranches ~~of the Loans~~ (including any Extended Term Loans~~), in each case~~ ) existing at the time of such request (each, an “Existing Term Tranche” ”, and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Commitments, as applicable, of such ~~Tranche~~Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and any Revolving Loans made pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Subject to the [[5629054]] provisions of this subsection 2.5, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or replaced by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.5 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and ~~Commitments hereunder~~ Initial Revolving Commitments, as applicable, set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended Tranche pursuant to any Extension Request. ~~Any~~ Subject to the second sentence of this paragraph (a), any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or Revolving Commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ ten Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing ~~Tranche or Existing Tranches~~ Tranche(s) are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the aggregate amount of Specified Existing Tranches included in all of the relevant Extension Elections. In connection with any extension of Term Loans pursuant to this subsection 2.5 (each, an “Extension”), the Borrower shall agree to such procedures ~~(including~~ regarding timing, rounding and other administrative adjustments ~~and~~ to ensure reasonable administrative management of the credit facilities hereunder after ~~giving effect to~~ such ~~Extension Request), if any~~Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2.~~subsection 2.5. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. 77 [[5629054]] (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of subsection 2.5(a), (ii) the definitions of “Additional Obligations”, “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date and the weighted average life to maturity requirements, from the Initial Term A Loan Maturity Date or Initial Term B Loan Maturity Date, as applicable, and remaining weighted average life to maturity of the Initial Term A Loans or Initial Term B Loans, as applicable, to the extended maturity date and the remaining weighted average life to maturity of such Extended Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $10,000,000 (or such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any subsection 2.5 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “subsection 2.5 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such subsection 2.5 Additional Amendments do not become effective prior to the time that such subsection 2.5 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such subsection 2.5 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranche. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this subsection 2.5 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any subsection 2.5

Appears in 1 contract

Sources: Credit Agreement (Frontdoor, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ tranchesTranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in ~~clause (C~~clauseSection 4.18(c) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under eachany of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to ~~Term Loans, in an amount less than $5,000,000 and (z) in~~ Loans under the ~~case of any Extended Tranche relating to~~ Revolving ~~Loans~~ Facility hereunder, in an amount less than $~~1,000,000~~50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment or and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, . Any Lender (an “Extending Lender” and with respect to Term Loans an “Extending Term Loan Lender” and with respect to Revolving Commitments an “Extending Revolving Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2~~Election.

Appears in 1 contract

Sources: Third Amendment Agreement (KAR Auction Services, Inc.)

Extension Amendments. (a) The ~~Borrower~~ Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended ~~Tranche~~Tranche ” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the ~~Borrower~~ Borrowers shall provide a written notice to the Administrative Agent (who shall ~~provide a copy of such notice to~~ notify each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the ~~Borrower~~Borrowers) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing ~~Tranche~~Tranche ”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The ~~Borrower~~ Borrowers shall provide the applicable Extension Request at least ~~fifteen (15)~~ five Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or ~~acceptable to~~prepayments and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Administrative Agent, in and the Extending Lenders. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date ”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on such date, and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrowers may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee, if any, and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par to such Non-Extending Lender concurrently with such Assignment and Assumption by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) or (B) prepay the Loans and all other Obligations owing to and, at the Borrowers’ option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 2.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash to such Non-Extending Lender by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrowers shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.21(e) shall supersede any provisions in Section 10.02 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Nutrition Topco, LLC)

Extension Amendments. (a) The Borrower ~~may~~ may, at any time and from time to time after the Agreement Date, request that all or a ~~portion, including one or more Tranches~~ portion of the Term Loans ~~(including any Extended Loans), in each case existing at the time~~ of ~~such request~~ a given Class (each, an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans~~”) be ~~converted~~ amended to extend the ~~termination date thereof and the~~ scheduled ~~maturity date(s~~Maturity Date(s) ~~of any payment of principal~~ with respect to all or a portion of ~~any~~ such ~~Existing Tranche~~ Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”, with any Term Loans of the Existing Tranche ~~which has been~~ not so ~~extended, an~~ extended being referred to as “Non-Extended ~~Tranche” and the Loans of such Tranche, the “Extended~~ Term Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.3. In order to establish any Extended ~~Tranche~~Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche) (an~~ Tranche)(an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Term Loans to be established, which ~~terms (other than as provided in clause (C) below) shall~~ Extension Request may be ~~(taken as a whole) substantially similar to~~modified, revoked, or ~~(taken as a whole) no more favorable (as reasonably determined~~ revoked and reissued by the ~~Borrower)~~ Borrower at any time prior to the ~~Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date~~ effectiveness of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days (or such shorter period as may be agreed to by the Administrative Agent in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and shall agree~~ . Any Lender (an “Extending Lender”) wishing to ~~such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ have all or a portion of its Term Loans under the ~~credit facilities hereunder after giving effect~~ Existing Tranche subject to such Extension ~~Request)~~Request amended into Extended Term Loans shall notify the Administrative Agent (each, ~~if any, as may~~ an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Tranche which it has elected to request be ~~established by, or acceptable to,~~ amended into Extended Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent; provided that such minimum denomination requirements shall be no more restrictive than those set for in Section 2.2(e)(i)). In the event that the aggregate principal amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, the Borrower shall determine in its sole discretion which Term Loans subject to Extension Elections shall be amended to Extended Term Loans. (c) The terms of the Extended Term Loans to be established pursuant to an Extension Request, which shall (x) be identical as offered to any Lenders (or any subset of Lenders) under any Existing Tranche (including as to the proposed Applicable Margins with respect to such Extended Term Loans (which, for the avoidance of doubt, may be higher or lower than the Applicable Margin applicable to the Term Loans of such Existing Tranche) but not the fees payable to the Extending Lenders in connection with such Extended Term Loans (including any arrangement, structuring or other fees payable in connection therewith) which shall be determined by the Borrower and each such Extending Lender); provided that the Borrower shall determine (in its sole discretion) which of the Lenders under the applicable Existing Tranche shall receive the Extension Request and (y) be identical to the Term Loans under the Existing Tranche from which such Extended Term Loans are to be amended, except (I) that all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Incremental Term Loans, Refinancing Term Loans and Extended Term Loans) which have more than five (5) different Maturity Dates (unless otherwise consented to by the Administrative Agent); (II) that the All-In-Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the All-In-Yield for the Term Loans of such Existing Tranche, in each ~~case acting reasonably~~ case, to ~~accomplish~~ the ~~purposes~~ extent provided in the applicable Extension Amendment; (III) that the Extension Amendment may provide for other covenants and terms that apply solely to any period after the latest Maturity Date that is in effect on the effective date of ~~this~~ the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (IV) for any Section 2.2.3

Appears in 1 contract

Sources: Credit Agreement (Herc Holdings Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including~~ portion of the (i) Term Loans of one or more Tranches ~~of the Loans~~ (including any Extended Term Loans~~), in each case~~ ) existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”) and/or (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Commitments, as applicable, of such ~~Tranche~~Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and any Revolving Loans made pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.5 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and ~~Commitments hereunder~~ Initial Revolving Commitments, as applicable, set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or Revolving Commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ ten Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing ~~Tranche or Existing Tranches~~ Tranche(s) are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Term Loans pursuant to this subsection 2.5 (each, an “Extension”), the Borrower shall agree to such procedures ~~(including~~ regarding timing, rounding and other administrative adjustments ~~and~~ to ensure reasonable administrative management of the credit facilities hereunder after ~~giving effect to~~ such ~~Extension Request), if any~~Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2~~subsection 2.5. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of subsection 2.5(a), (ii) the definitions of “Additional Obligations”, “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Extended Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate

Appears in 1 contract

Sources: First Lien Credit Agreement

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Revolving Credit Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.11. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.11 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Article 3 and ~~shall agree~~ Swing Line Loans under Section 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Commitments shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in Section 2.11(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.11(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent, the Canadian Agent, if applicable, and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $250,000,000. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 11.1 to any Section 2.11 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.11 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.11 Additional Amendments do not become effective prior to the time that such Section 2.11 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.11 Additional Amendments to become effective in accordance with Section 11.1; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis while a Dominion Event has occurred and is continuing or upon an acceleration of the Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 2.2.11 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.11

Appears in 1 contract

Sources: Credit Agreement (Hertz Corp)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the ROW Swingline Lender, the Canadian Swingline Lender, the French Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and ~~shall agree~~ which, except to ~~such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of~~ the ~~credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to,~~ extent expressly contemplated by the ~~Administrative Agent, in each case acting reasonably to accomplish the purposes~~ penultimate sentence of this Section 2.2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the

Appears in 1 contract

Sources: Credit Agreement (United Rentals North America Inc)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the (i) Term Loans (including any Extended ~~Loans~~Term Loans and term letter of credit commitments related to any term “C” loan facility), in each ~~case~~ existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”) or (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche,” and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments,” and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche,” as applicable, and each an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and, if the Extension Request relates to any Tranche of Revolving Commitments, the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments” and, if the Extension Request relates to any Tranche of Term Loans, the Loans of such Tranche, the “Extended Term Loans” and the commitments of such Tranche, the “Extended Term Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.10; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in interest margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension ~~Amendment~~Amendment and (z) subject to clause (c) below, amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.10 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Parent Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and ~~Commitments hereunder~~ Initial Revolving Commitments, as applicable, set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or Revolving Commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 1 contract

Sources: Credit Agreement (Hertz Corp)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including one~~ portion of any of the Commitments or ~~more Tranches of~~ the Loans (including any Extended Loans), ~~in each case~~ existing at the time of such request (~~each~~any such Commitment, an “Existing ~~Tranche~~Commitment” and ~~the Loans of~~ any such ~~Tranche~~existing outstanding Loans, the “Existing Loans”) be converted to ~~extend~~ extend, in the case of Commitments, the termination date thereof ~~and~~ and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion ~~of any such Existing Tranche~~ thereof (any such Existing ~~Tranche~~ Commitment which has been so extended, an “Extended ~~Tranche~~Commitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the ~~Loans~~ case of ~~such Tranche~~a Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.26. In order to establish any Extended ~~Tranche~~Commitment, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche~~Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitment to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitment from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final ~~maturity~~ maturity/termination dates of such Extended ~~Tranches may~~ Commitment shall be delayed to later dates than the final ~~maturity~~ maturity/termination dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.Commitment,

Appears in 1 contract

Sources: Credit Agreement

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended ~~Loans), in each case existing at the time of such request (each,~~ Loans under an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans”~~) be converted to extend the termination date thereof and ~~the~~ scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches ~~may~~ shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended ~~Tranches~~ Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to ~~Loans~~ Initial Revolving Commitments and ~~Commitments hereunder~~ 2020 Revolving Commitments, as applicable, set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower)~~, if any, as may~~ . The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in Section 2.25(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.25(c) and notwithstanding anything to the contrary set forth in Section 10.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 10.08 to any Section 2.25 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.25 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.25 Additional Amendments do not become effective prior to the time that such Section 2.25 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, the Borrower and other parties (if any) as may be required in order for such Section 2.25 Additional Amendments to become effective in accordance with Section 10.08; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis after the occurrence of an acceleration of the Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 2.2.25 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.25

Appears in 1 contract

Sources: Credit Agreement (Warner Music Group Corp.)

Extension Amendments. ~~(a) The Borrower may at any time~~ As of the Effective Date, the following shall immediately and ~~from time~~ automatically come into effect with respect to ~~time request that all~~ the Holders signatory hereto: 3.1. Notwithstanding anything to the contrary in the Note Purchase Agreement or ~~a portion~~the Notes, including ~~one or more Tranches~~ the term “Maturity Date” (as defined in the Notes), (A) the remaining principal amount of the ~~Loans (including any Extended Loans),~~ Notes shall become due and payable in ~~each case existing at the time of such request~~ four equal installments (each, an “~~Existing Tranche” and the Loans of any such Tranche, the “Existing Loans~~Installment”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to on each of the ~~Lenders of the applicable Existing Tranche~~following dates: (i) April 1, 2012; (~~an “Extension Request”~~ii) ~~setting forth the proposed terms of the Extended Tranche to be established~~June 30, ~~which terms~~ 2012; (~~other than as provided in clause~~ iii) September 30, 2012; and (Civ) ~~below) shall be (taken as a whole) substantially similar to~~December 31, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche2012; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, and (B) Section 1.2 of the ~~prepayment terms may~~ Notes shall be ~~different and/or~~ amended so that the words “this Note shall bear interest, in arrears, at a fixed annual rate of nine percent (~~C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A~~9%), ~~(y)~~ payable in cash together with the ~~commitment fee, if any,~~ applicable Installment” shall be replaced with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche“this Note shall bear interest, in arrears, at a rate per annum equal to eleven percent (11%), payable quarterly with each ~~case to~~ Installment”; it being understood that such new interest rate shall become effective as of the ~~extent provided in the applicable Extension Amendment; provided that, notwithstanding~~ Effective Date. 3.2. Notwithstanding anything to the contrary in ~~this Section 2.21 or otherwise~~the 2006 Warrants, the term “Termination Date” (~~1) such Extended Tranche shall not be, (y)~~ as defined in the ~~case~~ 2006 Warrants) with respect to the 2006 Warrants Holders shall be amended and restated for all intents and purposes so that the words “on or prior to 5:00 p.m., New York time, on the later of the February 4 2012 and date on which the principal amount under the Note issued to the Holder pursuant to that certain Note and Warrant Purchase Agreement, dated March 22, 2004, as amended from time to time, and any ~~Extended Tranche relating~~ interest accrued and outstanding thereon shall have been fully repaid to ~~Term Loans~~the Holder” shall be replaced by “on or prior to 5:00 p.m., ~~in an amount less than $5,000,000~~ New York time, on the later of (i) December 31, 2013 and (zii) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which ~~Lenders~~ the principal amount under the ~~applicable Existing Tranche or Existing Tranches are requested~~ Note issued to ~~respond~~the Holder pursuant to that certain Note and Warrant Purchase Agreement, dated March 22, 2004, as amended from time to time, and any interest accrued and outstanding thereon, shall ~~agree~~ have been fully repaid to ~~such procedures~~ the Holder.” 3.3. Notwithstanding anything to the contrary in the 2009 Warrants, the term “Termination Date” (~~including regarding timing~~as defined in the 2009 Warrants) with respect to the 2009 Warrants Holders shall be amended and restated for all intents and purposes so that the term “Expiration Date” shall mean “5:00 p.m., ~~rounding~~ eastern time, on the later of (i) December 31, 2013 and ~~other adjustments~~ (ii) the date on which the principal amount under the Note issued to the Holder pursuant to that certain Note and ~~to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request)~~Warrant Purchase Agreement, ~~if any~~dated March 22, 2004, as ~~may be established by~~amended, ~~or acceptable to~~from time to time, and any interest accrued and outstanding thereon, shall have been fully repaid to the ~~Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2~~Holder.”

Appears in 1 contract

Sources: Third Extension Agreement (Attunity LTD)

Extension Amendments. (a) The Lead Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans (including~~ Tranche A Commitments, the Tranche A-1 Commitments or any ~~Extended Loans)~~Additional Commitments, in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Revolving Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the ~~termination date~~ Maturity Date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, “Extended Commitments” and any related Existing Loans, “Extended Loans” being together referred to as an “Extended Tranche~~” and the Loans of such Tranche, the “Extended Loans~~”) and to provide for other terms consistent with this Section ~~2.21~~2.23. In order to establish any Extended ~~Tranche~~Commitments, the Lead Borrower shall provide a notice to the Administrative Agent (~~who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (~~an “Extension ~~Request~~Notice”) setting forth the ~~proposed~~ terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”~~), except~~ ) except: (wi) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving Commitments~~ Commitments; (~~including as a result of any Extended Tranche~~ii) ~~which have more than three~~ (~~3) different scheduled final maturity dates at any time, (x)(A~~A) the ~~interest margins~~ Applicable Rate with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~interest margins~~ Applicable Rate for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased ~~margins~~ Applicable Rate contemplated by the preceding clause (A), ; (yiii) the ~~commitment fee, if any,~~ Unused Fee with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Unused Fee for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; and (iv) the Lead Borrower may select, at its option, Extended Commitments or earlier maturing Tranche A Commitments, Tranche A-1 Commitments or Additional Commitments for permanent reduction and/or termination on a non-pro rata basis; provided that~~, notwithstanding anything to the contrary in this Section 2.21 or otherwise,~~ : (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3A) the ~~mandatory prepayment or the commitment~~ borrowing and repayment (other than in connection with a permanent reduction and/or termination of ~~any~~ commitments) of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans~~ Tranche A Commitments, Tranche A-1 Commitments or ~~Commitments respectively~~Additional Commitments, as applicable (including all Extended Commitments); provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, and (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6B) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~10.07. No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension ~~Request~~Notice. Any Extended ~~Tranche~~ Commitments shall constitute a separate Extended Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches~~Commitments (together with any other Extended Commitments so established on such date). (b) Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment (if a revolving Commitment) shall be treated identically to all revolving Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.06 and Swingline Loans under Section 2.05, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees and/or commitment reductions and terminations referenced in Section 2.23(a)(i)-(iv) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.23(c) and notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent, the Collateral Agent and the applicable Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 10.01 to any Additional Extension Amendments (as defined below), any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, an “Additional Extension Amendment”) to this Agreement and the other Loan Documents; provided that such Additional Extension Amendments do not become effective prior to the time that such Additional Extension Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Additional Extension Amendments to become effective in accordance with Section 10.01; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis upon an acceleration of the Loans. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.23 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Additional Extension Amendment. In connection with any Extension Amendment, the Lead Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (i) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Commitments of each Extending Lender, the aggregate principal amount of such Specified Existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Extended Tranche of Commitments from the Specified Existing Commitments and from any other Existing Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date), and (ii) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Commitments, such Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s Specified Existing Commitments to Extended Commitments so converted by such Lender on such date. (be) ~~The Borrower shall provide~~ If, in connection with any proposed Extension Amendment, any Lender declines to consent to the extension of its Commitment on the terms set forth in the applicable Extension ~~Request at least fifteen~~ Notice (15each such other Lender, a “Non-Extending Lender”) ~~Business Days (or such shorter period as may be agreed by~~ then the Lead Borrower may, on notice to the Administrative Agent and the Non-Extending Lender: (i) cause such Non-Extending Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07 (with the assignment fee and any other costs and expenses to be paid by the Lead Borrower in such instance) all or a portion of its ~~sole discretion~~rights and obligations under this Agreement to one or more assignees; provided that (A) ~~prior~~ neither the Administrative Agent nor any Lender shall have any obligation to the Lead Borrower to find a new Lender, (B) the applicable assignee shall have agreed to provide a Commitment on the terms set forth in such Extension Amendment and (C) all obligations of the Borrowers (other than assignment fee and any other costs and expenses paid by the Lead Borrower) owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption, or (ii) upon notice to the Administrative Agent, to prepay the Loans and, at the Lead Borrower’s option, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 3.05, without premium or penalty. (f) No Extension Amendment or Additional Extension Amendment shall become effective unless and until the Lead Borrower shall have received all of the confirmations required by Section 10.25(a). In connection with any assignment by a Non-Extending Lender under Section 2.23(e)(i), if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such assignment by the later of (A) the date on which ~~Lenders under~~ the ~~applicable Existing Tranche or Existing Tranches are requested~~ new Lender executes and delivers such Assignment and Assumption and/or such other documentation and (B) the date as of which all obligations of the Borrowers owing to ~~respond,~~ the Non-Extending Lender relating to the Loans and participations so assigned shall ~~agree~~ be paid in full by the assignee Lender to such ~~procedures~~ Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Lead Borrower shall be entitled (~~including regarding timing, rounding~~ but not obligated) to execute and deliver such Assignment and Assumption and/or such other ~~adjustments and to ensure reasonable administrative management~~ documentation on behalf of ~~the credit facilities hereunder after giving effect to~~ such ~~Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2~~Non-Extending Lender.

Appears in 1 contract

Sources: Credit Agreement (Performance Food Group Co)

Extension Amendments. (a) The Lead Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans (including~~ Tranche A Commitments, the Tranche A-1 Commitments or any ~~Extended Loans)~~Additional Commitments, in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Revolving Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the ~~termination date~~ Maturity Date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, “Extended Commitments” and any related Existing Loans, “Extended Loans” being together referred to as an “Extended Tranche~~” and the Loans of such Tranche, the “Extended Loans~~”) and to provide for other terms consistent with this Section ~~2.21~~2.23. In order to establish any Extended ~~Tranche~~Commitments, the Lead Borrower shall provide a notice to the Administrative Agent (~~who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (~~an “Extension ~~Request~~Notice”) setting forth the ~~proposed~~ terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”~~), except~~ ) except: (wi) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving Commitments~~ Commitments; (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~A) the ~~interest margins~~ Applicable Rate with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~interest margins~~ Applicable Rate for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased ~~margins~~ Applicable Rate contemplated by the preceding clause (A), ; (yiii) the ~~commitment fee, if any,~~ Unused Fee with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Unused Fee for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; and (iv) the Lead Borrower may select, at its option, Extended Commitments or earlier maturing Tranche A Commitments, Tranche A-1 Commitments or Additional Commitments for permanent reduction and/or termination on a non-pro rata basis; provided that~~, notwithstanding anything to the contrary in this Section 2.21 or otherwise,~~ : (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3A) the ~~mandatory prepayment or the commitment~~ borrowing and repayment (other than in connection with a permanent reduction and/or termination of ~~any~~ commitments) of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans~~ Tranche A Commitments, Tranche A-1 Commitments or ~~Commitments respectively~~Additional Commitments, as applicable (including all Extended Commitments); provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, and (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6B) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~10.07. No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension ~~Request~~Notice. Any Extended ~~Tranche~~ Commitments shall constitute a separate Extended Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches~~Commitments (together with any other Extended Commitments so established on such date). (b) Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment (if a revolving Commitment) shall be treated identically to all revolving Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.06 and Swingline Loans under Section 2.05, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees and/or commitment reductions and terminations referenced in Section 2.23(a)(i)-(iv) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.23(c) and notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent, the Collateral Agent and the applicable Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 10.01 to any Additional Extension Amendments (as defined below), any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, an “Additional Extension Amendment”) to this Agreement and the other Loan Documents; provided that such Additional Extension Amendments do not become effective prior to the time that such Additional Extension Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Additional Extension Amendments to become effective in accordance with Section 10.01; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis upon an acceleration of the Loans. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.23 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Additional Extension Amendment. In connection with any Extension Amendment, the Lead Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (i) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Commitments of each Extending Lender, the aggregate principal amount of such Specified Existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Extended Tranche of Commitments from the Specified Existing Commitments and from any other Existing Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date), and (ii) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Commitments, such Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s Specified Existing Commitments to Extended Commitments so converted by such Lender on such date. (be) ~~The Borrower shall provide~~ If, in connection with any proposed Extension Amendment, any Lender declines to consent to the extension of its Commitment on the terms set forth in the applicable Extension ~~Request at least fifteen~~ Notice (15each such other Lender, a “Non-Extending Lender”) ~~Business Days (or such shorter period as may be agreed by~~ then the Lead Borrower may, on notice to the Administrative Agent and the Non-Extending Lender: (i) cause such Non-Extending Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07 (with the assignment fee and any other costs and expenses to be paid by the Lead Borrower in such instance) all or a portion of its ~~sole discretion~~rights and obligations under this Agreement to one or more assignees; provided that (A) ~~prior~~ neither the Administrative Agent nor any Lender shall have any obligation to the Lead Borrower to find a new Lender, (B) the applicable assignee shall have agreed to provide a Commitment on the terms set forth in such Extension Amendment and (C) all obligations of the Borrowers (other than assignment fee and any other costs and expenses paid by the Lead Borrower) owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption, or (ii) upon notice to the Administrative Agent, to prepay the Loans and, at the Lead Borrower’s option, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 3.052.25(b)(ii), without premium or penalty. (f) No Extension Amendment or Additional Extension Amendment shall become effective unless and until the Lead Borrower shall have received all of the confirmations required by Section 10.25(a). In connection with any assignment by a Non-Extending Lender under Section 2.23(e)(i), if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such assignment by the later of (A) the date on which ~~Lenders under~~ the ~~applicable Existing Tranche or Existing Tranches are requested~~ new Lender executes and delivers such Assignment and Assumption and/or such other documentation and (B) the date as of which all obligations of the Borrowers owing to ~~respond,~~ the Non-Extending Lender relating to the Loans and participations so assigned shall ~~agree~~ be paid in full by the assignee Lender to such ~~procedures~~ Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Lead Borrower shall be entitled (~~including regarding timing, rounding~~ but not obligated) to execute and deliver such Assignment and Assumption and/or such other ~~adjustments and to ensure reasonable administrative management~~ documentation on behalf of ~~the credit facilities hereunder after giving effect to~~ such ~~Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2~~Non-Extending Lender.

Appears in 1 contract

Sources: Credit Agreement (Performance Food Group Co)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Pro Rata Revolving Credit Commitments and/or the ANZ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Pro Rata Revolving Credit Commitments and/or ANZ Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the ROW Swingline Lender, the Canadian Swingline Lender, the European Swingline Lender, the ANZ Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Borrowers, Guarantors and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with Section 12.1; provided, further, that no Extension Amendment may provide for (i) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Borrower or Guarantor that does not also secure the Existing Tranches and (ii) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Commitments or Extended Loans). It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.6

Appears in 1 contract

Sources: Credit Agreement (United Rentals North America Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof ~~and~~ and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be either (taken as a whole), at the option of the Borrower and except with respect to provisions applicable only to periods after the applicable Latest Maturity Date, (A) reflect market terms and conditions (taken as a whole) ~~substantially similar to~~at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith) or are reasonably satisfactory to the Administrative Agent or (B) are not materially more restrictive to Holdings and its Restricted Subsidiaries (when taken as a whole) ~~no more favorable (as reasonably determined by the Borrower)~~ than those applicable to the ~~Lenders providing the~~ Loans ~~that~~ are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) (when taken as a whole) (it being understood that (A) to the extent any such more restrictive term is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such more restrictive term is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement); provided, further, that a certificate delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this definition, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), except notwithstanding anything to the contrary, (w) ~~all or any of~~ the final maturity ~~dates~~ date of ~~such~~ the Extended ~~Tranches~~ Tranche may be ~~delayed to~~ later ~~dates~~ than the final maturity ~~dates~~ date of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing ~~such~~ the Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) ~~such~~ the Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, ~~and~~ and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the final maturity of the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on or after such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ five Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or ~~acceptable to~~prepayments and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Administrative Agent, and the Extending Lenders. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each ~~case acting reasonably~~ Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the ~~purposes~~ aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on or after such date, and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee, if any, and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations (other than contingent indemnity obligations, unasserted expense reimbursement obligations, and Letters of Credit that have been (i) cash collateralized in accordance with the terms of this Agreement, (ii) backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or (iii) rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par to such Non-Extending Lender concurrently with such Assignment and Assumption by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) or (B) prepay the Loans and all other Obligations owing to and, at the Borrower’s option, if applicable, terminate the Commitments of, such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 22.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations (other than contingent indemnity obligations, unasserted expense reimbursement obligations, and Letters of Credit that have been (i) cash collateralized in accordance with the terms of this Agreement, (ii) backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or (iii) rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash to such Non-Extending Lender by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.21(e) shall supersede any provisions in Section 10.02 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Datto Holding Corp.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Term Loans (including any Extended Loans) or LC Facility Deposits (including any Extended LC Facility Deposits), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Term Loans of ~~any~~ such Tranche, the “Existing Loans”, or the LC Facility Deposits of such Tranche, the “Existing LC Facility Deposits”, as applicable) be converted to extend the ~~termination date thereof and the~~ scheduled maturity date(s) ~~of any payment of principal~~ with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Term Loans of such Tranche, the “Extended Loans”, or the LC Facility Deposits of such Tranche, the “Extended LC Facility Deposits”, as applicable) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which termsExtension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Tranche to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be ~~extended~~ converted (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided ~~that, notwithstanding anything~~ that any payment by the Borrower to be applied pursuant to clause (ii) of the ~~contrary in this Section 2.21 or otherwise, (1~~third sentence of subsection 2.6(e)(ii) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be ~~secured by or receive the benefit~~ applied to each Tranche of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made LC Facility Deposits on a pro rata basis ~~with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if~~ and any payment from the ~~Extending Lenders making such Extended Loans so agree, participate~~ Credit-Linked Deposit Account pursuant to subsection 2.6(e)(iii) shall reduce the LC Facility Deposits of each Tranche on a ~~less than~~ pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04basis. No Lender shall have any obligation to agree to have any of its Existing Loans oror Existing LC Facility Deposits, if as applicable, ~~commitments of any Existing Tranche~~ converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or LC Facility Deposits, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.5(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby and, in the case of any Extended Tranche of LC Facility Deposits, the applicable LC Facility Issuing Bank) executed by the Loan Parties, the Administrative Agent, the Extending Lenders and, in ~~each~~ the case ~~acting reasonably~~ of any Extended Tranche of LC Facility Deposits, the applicable LC Facility Issuing Bank. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than (x) $200.0 million, in the case of any Extended Tranche of Term Loans or (y) $15.0 million, in the case of any Extended Tranche of LC Facility Deposits. Notwithstanding anything to ~~accomplish~~ the ~~purposes~~ contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.5 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.5 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.2.5 Additional Amendments do not become effective

Appears in 1 contract

Sources: Credit Agreement (Servicemaster Co)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.10. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.10 or otherwise, (1) ~~such Extended Tranche shall not be~~the repayment (other than in connection with a permanent repayment and, (yif applicable, termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans ~~or Commitments under the~~ (including all Extended ~~Tranches~~ Tranches) shall be made on a pro rata basis with all other outstanding Loans ~~or Commitments respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Tranches), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Tranche B Term Loans ~~and Commitments hereunder as~~ set forth in Section ~~10.04~~11.6, and (3) no termination of Extended Tranches and no permanent repayment of Extended Tranches accompanied, if applicable, by a corresponding permanent reduction in the applicable commitment shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding reduction), as applicable, of all earlier maturing Tranches (including Extended Tranches) (or all earlier maturing Tranches (including Extended Tranches) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in Section 2.10(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.10(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $250,000,000. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 11.1 to any Section 2.10 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.10 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.10 Additional Amendments do not become effective prior to the time that such Section 2.10 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.10 Additional Amendments to become effective in accordance with Section 11.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis after the occurrence of an acceleration of the Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 2.2.10 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.10

Appears in 1 contract

Sources: Credit Agreement (Hertz Global Holdings Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended ~~Loans), in each case existing at the time of such request (each,~~ Loans under an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans”~~) be converted to extend the termination date thereof and ~~the~~ scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches ~~may~~ shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended ~~Tranches~~ Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to ~~Loans~~ Initial Revolving Commitments and ~~Commitments hereunder~~ 2020 Revolving Commitments, as applicable, set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower)~~, if any, as may~~ . The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in Section 2.25(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.25(c) and notwithstanding anything to the contrary set forth in Section 10.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary in ~~each case acting reasonably~~ this Agreement and without limiting the generality or applicability of Section 10.08 to ~~accomplish~~ any Section 2.25 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.25 Additional Amendment”) to this Agreement and the ~~purposes of this Section 2.~~other

Appears in 1 contract

Sources: Credit Agreement (Warner Music Group Corp.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that ~~at no time shall there be Revolving Commitments (including as a result of~~ any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches request shall be made by the Borrower to certain Lenders specified by the Borrower with Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis ~~with all other~~ (based on the aggregate outstanding ~~Loans or Commitments respectively~~principal amount of Loans); ~~provided~~ it being understood that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, each Lender under the applicable ~~Specified Existing Tranche, (5) each Lender in~~ Tranche or Tranches that are being requested to extend shall have the ~~Specified Existing Tranche shall be permitted~~ opportunity to participate in ~~the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by~~ such extension on the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date.terms 113 US-DOCS\133960081.2 (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 22.21. Any Lender (an “Extending 114 US-DOCS\133960081.2 (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or prepayments and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02 (but subject to clause (8) of the second proviso in Section 2.21(a)), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Administrative Agent, and the Extending Lenders. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on such date. (e) If (subject to clause (8) of the second proviso in Section 2.21(a)), in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee, if any, and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations (other than contingent indemnity obligations and unasserted expense reimbursement obligations) of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par to such Non-Extending Lender concurrently with such Assignment and 115 US-DOCS\133960081.2

Appears in 1 contract

Sources: Credit Agreement (Blend Labs, Inc.)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided ~~that,~~ that notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the Multicurrency Swingline Lenders and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall ~~agree~~ not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such ~~procedures~~ additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including ~~regarding timing~~pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, ~~rounding~~ Borrowers, Guarantors and other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request),~~ parties (if any, ) as may be ~~established by~~required in order for such Section 2.6 Additional Amendments to become effective in accordance with Section 12.1; provided, further, that no Extension Amendment may provide for (i) any Extended Commitment or ~~acceptable to~~Extended Loans to be secured by any Collateral or other assets of any Borrower or Guarantor that does not also secure the Existing Tranches and (ii) so long as any Existing Tranches are outstanding, ~~the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.~~any mandatory or voluntary prepayment provisions

Appears in 1 contract

Sources: Credit Agreement (Herc Holdings Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.6 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans ~~and Commitments hereunder as~~ set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or revolving commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in subsection 2.6(a) clauses (w) through (z), and ~~shall agree~~ (ii) the definitions of “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” to ~~such procedures (including regarding timing~~amend the maturity date and the weighted average life to maturity requirements, ~~rounding~~ from the Initial Term Loan Maturity Date and ~~other adjustments and~~ weighted average life to ~~ensure reasonable administrative management~~ maturity of the ~~credit facilities hereunder after giving effect~~ Term Loans to the extended maturity date and the weighted average life to maturity of such ~~Extension Request), if any~~Extended Tranche, as ~~may be~~ applicable, and which, in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.6(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in ~~each case acting reasonably~~ an aggregate principal amount that is less than $15.0 million. Notwithstanding anything to ~~accomplish~~ the ~~purposes~~ contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for (a) any

Appears in 1 contract

Sources: Credit Agreement (US Foods Holding Corp.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in ~~clause (C~~Section 4.18(c) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to ~~Term Loans, in an amount less than $5,000,000 and (z) in~~ Loans under the ~~case of any Extended Tranche relating to~~ Revolving ~~Loans~~ Facility hereunder, in an amount less than $~~1,000,000~~50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment or and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or prepayments referenced in Section 4.18(a) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 4.18(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Borrower, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than (x) in the case of any Extended Tranche relating to Loans under the Term Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof; provided, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches. It is understood and agreed that each Lender has consented to each amendment to this Agreement and the other Loan Documents authorized by this Section 4.18 and the arrangements described above in connection therewith for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing~~consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 4.18 and the arrangements described above in connection therewith. In connection with any Extension Amendment, ~~rounding and other adjustments and to ensure reasonable administrative management of~~ the ~~credit facilities hereunder after giving effect to such Extension Request)~~Borrower shall, if ~~any, as may be established by, or acceptable to,~~ requested by the Administrative Agent, deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with Section 4.18(a) (an “Extension Date”), in the case of the Specified Existing Tranche of each ~~case acting reasonably~~ Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date) and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 11.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Borrower owing to the Non- Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption or (B) prepay the Loans and, at the Borrower’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 4.11, without premium or penalty. In connection with any such replacement under this Section 4.18, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date without any action on the part of such Non-Extending Lender and the Assignment and Assumption executed by the replacement Lender shall be effective for the purposes of this Section 24.18. (f) This Section 4.18 shall supersede any provisions in Section 4.8 or Section 11.1 to the contrary. (g) No amendment, conversion or exchange of Loans pursuant to any Extension Amendment in accordance with Section 4.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Appears in 1 contract

Sources: Credit Agreement (OPENLANE, Inc.)

Extension Amendments. (a) ~~The Borrower may at any time and from time~~ Notwithstanding anything to ~~time request that all or a portion~~the contrary in this Agreement, ~~including~~ pursuant to one or more ~~Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request~~ offers (each, an “~~Existing Tranche” and~~ Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such ~~Tranche~~Class) and on the same terms to each such Lender, the ~~“Existing Loans”) be converted~~ Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the ~~termination~~ maturity date ~~thereof and the scheduled maturity date(s)~~ of ~~any payment of principal with respect to~~ all or a portion of ~~any~~ such ~~Existing Tranche~~ Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (~~any~~ including by increasing the interest rate or fees payable in respect of such ~~Existing Tranche which has been so extended~~Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension”); it being understood that any Extended ~~Tranche”~~ Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans that are more favorable to the lenders or the agent of such ~~Tranche~~Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, ~~the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche~~as applicable, ~~the Borrower shall provide a notice to~~ the Administrative Agent ~~(who shall provide a copy of such notice~~ pursuant to ~~each of the Lenders of~~ the applicable ~~Existing Tranche) (an “~~Extension ~~Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause~~ Amendment and (C) ~~below) shall be (taken as a whole) substantially similar to,~~ any covenant or ~~(taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case,~~ other ~~than terms~~ provision applicable only to periods after the Latest Maturity Date (in each case, as of the ~~Existing~~ date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to ~~those applicable~~ existing Lenders) as the tranche of Term Loans subject to the ~~Existing Tranche from which they are to be extended~~ relevant Extension Offer; (~~the “Specified Existing Tranche”), except (w~~iii) ~~all or any of~~ the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result date of any Extended ~~Tranche) which have more~~ Term Loans may be no earlier than ~~three~~ the Latest Maturity Date (~~3) different scheduled final maturity dates at any time,~~ as determined as of the date of such Extension); (~~x)(A~~iv) the ~~interest margins with respect~~ weighted average life to ~~the~~ maturity of any Extended ~~Tranche may~~ Term Loans shall be ~~higher or lower~~ no shorter than the ~~interest margins for~~ remaining weighted average life to maturity of any then-existing Term Loans; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the ~~Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing~~ Borrower and ~~fees may be payable to~~ the Lenders providing such Extended ~~Tranche in addition to or in lieu of~~ Term Loans; (vi) any ~~increased margins contemplated by the preceding clause~~ Extended Term Loans may participate (A~~), (y~~) ~~the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche~~ in any voluntary prepayment of Term Loans as set forth in Section 2.12(a) and (zB) ~~the provisions for optional and~~ in any mandatory ~~prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche~~prepayment of Term Loans as set forth in Section 2.12(c), in each ~~case~~ case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension ~~Amendment~~Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000 or a larger multiple of $1,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (i) No Extension consummated in reliance on this Section shall constitute a voluntary or mandatory prepayment for purposes of Section 2.12, (ii) [reserved] and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided ~~that, notwithstanding anything~~ that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the ~~contrary in this Section 2.21 or otherwise,~~ consummation of any Extension that a minimum amount (~~1) such Extended Tranche shall not be, (y)~~ to be specified in the ~~case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z)~~ relevant Extension Offer in the ~~case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2~~Borrower’s sole discretion) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under~~ (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect of any Extended ~~Tranches~~ Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.12 and/or 2.19) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) No consent of any Lender or the Administrative Agent shall be ~~made~~ required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by Liens on the Collateral and guaranteed on a ~~pro rata~~ pari passu basis with all other ~~outstanding~~ applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties and the Lenders agreeing to such Extension as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments ~~respectively; provided that Extended Loans may, if~~ so extended and such technical amendments as may be necessary or appropriate in the ~~Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4)~~ reasonable opinion of the ~~final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than~~Administrative Agent, the ~~applicable Specified Existing Tranche~~Lenders agreeing to such Extension and the Borrower in connection with the establishment of such new Classes or sub-Classes, ~~(5)~~ in each ~~Lender in~~ case on terms consistent with this Section. At the ~~Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ reasonable request of the ~~Specified Existing Tranche and (6) assignments and participations~~ Administrative Agent, the Borrower shall deliver an officer’s certificate of ~~Extended Tranches shall be governed by~~ a Responsible Officer, certifying that the ~~same assignment and participation provisions applicable~~ terms with respect to ~~Loans and Commitments hereunder as~~ such Extension set forth in this Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from 2.24 are consistent with the ~~Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date~~terms set forth under this Section 2.24. (bd) ~~The~~ In connection with any Extension, the Borrower shall provide the ~~applicable Extension Request~~ Administrative Agent at least ~~fifteen (15)~~ ten Business ~~Days~~ Days’ (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior ~~to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after ~~giving effect to~~ such ~~Extension Request~~Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2~~Section.

Appears in 1 contract

Sources: Successor Agent Agreement, First Amendment to Credit Agreement and Omnibus Amendment to Loan Documents (Eventbrite, Inc.)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.7 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Credit Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Credit Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Credit Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 3 and ~~shall agree~~ Swing Line Loans under subsection 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing~~it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, ~~rounding~~ interest margins or fees referenced in subsection 2.7(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.7(c) and notwithstanding anything to the contrary set forth in subsection 11.1, shall not require the consent of any Lender other ~~adjustments and~~ than the Extending Lenders with respect to ~~ensure reasonable administrative management~~ the Extended Commitments established thereby, but shall be subject to Parent Borrower’s receipt of the ~~credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to~~confirmation described in subsection 7.10) executed by the Loan Parties, the Administrative Agent, the Canadian Agent, if applicable, and the Extending Lenders. Notwithstanding anything to the contrary in ~~each case acting reasonably~~ this Agreement and without limiting the generality or applicability of subsection 11.1 to ~~accomplish~~ any Subsection 2.7 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Subsection 2.7 Additional Amendment”) to this Agreement and the ~~purposes~~ other Loan Documents; provided that such Subsection 2.7 Additional Amendments do not become effective prior to the time that such Subsection 2.7 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of ~~this Section 2.~~any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Subsection 2.7 Additional Amendments to become effective in accordance with subsection 11.1; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Tranches). It

Appears in 1 contract

Sources: Abl Credit Agreement (Hd Supply, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a ~~portion, including~~ portion of the (i) Term Loans of one or more Tranches ~~of the Loans~~ (including any Extended Term Loans~~), in each case~~ ) existing at the time of such request (each, an “Existing Term Tranche” ”, and the Term Loans of ~~any~~ such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Commitments, as applicable, of such ~~Tranche~~Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and any Revolving Loans made pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Subject to the provisions of this subsection 2.5, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or replaced by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.5 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and ~~Commitments hereunder~~ Initial Revolving Commitments, as applicable, set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended Tranche pursuant to any Extension Request. ~~Any~~ Subject to the second sentence of this paragraph (a), any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or Revolving Commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ ten Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ reasonable discretion) prior to the date on which Lenders under the applicable Existing ~~Tranche or Existing Tranches~~ Tranche(s) are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the aggregate amount of Specified Existing Tranches included in all of the relevant Extension Elections. In connection with any extension of Term Loans pursuant to this subsection 2.5 (each, an “Extension”), the Borrower shall agree to such procedures ~~(including~~ regarding timing, rounding and other administrative adjustments ~~and~~ to ensure reasonable administrative management of the credit facilities hereunder after ~~giving effect to~~ such ~~Extension Request), if any~~Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2~~subsection 2.5. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in clauses (x) through (z) of subsection 2.5(a), (ii) the definitions of “Additional Obligations”, “Disqualified Stock” and “Refinancing Indebtedness” to amend the maturity date and the weighted average life to maturity requirements, from the Initial Term A Loan Maturity Date or Initial Term B Loan Maturity Date, as applicable, and remaining weighted average life to maturity of the Initial Term A Loans or Initial Term B Loans, as applicable, to the extended maturity date and the remaining weighted average life to maturity of such Extended Tranche, as applicable and (iii) clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Extended Term Tranche, and which in each case, except to the extent expressly contemplated by the third to last sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $10,000,000 (or such lower principal amount as agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any subsection 2.5 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “subsection 2.5 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such subsection 2.5 Additional Amendments do not become effective prior to the time that such subsection 2.5 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such subsection 2.5 Additional Amendments to become effective in accordance with subsection 10.1; provided,

Appears in 1 contract

Sources: Credit Agreement (Frontdoor, Inc.)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Parent Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21 or otherwise~~subsection 2.7, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Credit Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Commitments or Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 3 and ~~shall agree~~ Swing Line Loans under subsection 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the applicable Swing Line Lender and/or the applicable Issuing Lender, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Commitments shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to, the Administrative Agent,~~ fees referenced in ~~each case acting reasonably to accomplish the purposes of this Section 2.~~subsection 2.7(a)

Appears in 1 contract

Sources: Abl Credit Agreement (Veritiv Corp)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of an Extended Tranche to be established pursuant to an Extension Amendment shall be ~~(taken as a whole)~~ substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any ~~increased~~ change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.6 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans ~~and Commitments hereunder as~~ set forth in ~~Section 10.04~~subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or revolving commitments, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, fees or amortization referenced in subsection 2.6(a) clauses (w) through (z), and ~~shall agree~~ (ii) the definitions of “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” to ~~such procedures (including regarding timing~~amend the maturity date and the weighted average life to maturity requirements, ~~rounding~~ from the applicable Maturity Date and ~~other adjustments and~~ weighted average life to ~~ensure reasonable administrative management~~ maturity of the ~~credit facilities hereunder after giving effect~~ Term Loans to the extended maturity date and the weighted average life to maturity of such ~~Extension Request), if any~~Extended Tranche, as ~~may be~~ applicable, and which, in each case, except to the extent expressly contemplated by the third to last sentence of this subsection and notwithstanding anything to the contrary set forth in subsection , shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established ~~by, or acceptable to~~thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $15.0 million. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection to any Section Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section Additional Amendments do not become effective prior to the time that such Section Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section Additional Amendments to become effective in accordance with subsection ; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Specified Existing Tranches and (b) with respect to Extended Loans that are Term Loans, so long as any Loans of the Specified Existing Tranche from which such Extended Loans were converted are outstanding, any mandatory prepayment provisions that do not also apply to such Specified Existing Tranche on a pro rata basis. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this subsection and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section Additional Amendment. In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case ~~acting reasonably~~ of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and (B) if, on any Extension Date, any revolving loans of any Extending Lender are outstanding under the applicable Specified Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date; provided that any Extended Tranche or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Term Loans or Extension Series established on or prior to the date of such Extension Amendment. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender in whole or in part by causing such Lender to (and such Lender shall be obligated to) assign pursuant to subsection (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all or any part of its rights and obligations under this Agreement with respect to the Existing Loans to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender (or, at the Borrower’s option, by the Borrower) to such Non-Extending Lender concurrently with such Assignment and Acceptance or (B) prepay the Loans and, at the Borrower’s option, if applicable, terminate the commitments of such Non-Extending Lender, in whole or in part, subject to subsection , without premium or penalty. In connection with any such replacement under this subsection , if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender (or, at the Borrower’s option, by the Borrower) to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) Following any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its Existing Loans or commitments, as applicable deemed to be an Extended Loan or commitments, as applicable, under the applicable Extended Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion). Following a Designation Date, the Existing Loans or commitments, as applicable, held by such Lender so elected to be extended will be deemed to be Extended Loans or commitments, as applicable, of the applicable Extended Tranche, and any Existing Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche. (g) With respect to all Extensions consummated by the Borrower pursuant to this subsection 2.6, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of subsection 3.4 and (ii) no Extension Request is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by the Borrower) of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this ~~Section 2~~subsection 2.6 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including subsections 3.4 and 3.8) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this subsection 2.6.

Appears in 1 contract

Sources: Term Loan Credit Agreement (US Foods Holding Corp.)

Extension Amendments. (a) The Borrower ~~may at any time and from time to time request that all or a portion~~may, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a by written notice to the Administrative Agent from time to time, make one or more offers to all Lenders of an applicable Class to make one or more Extension Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (~~who shall provide a copy~~ i) the terms and conditions of the requested Extension Amendments and (ii) the date on which responses from the applicable Lenders in respect of such ~~notice~~ Extension Amendment are required to ~~each~~ be received (which shall not be less than three Business Days after the date of such notice). Only those Lenders that consent to such Extension Amendment (the ~~Lenders of the applicable Existing Tranche) (an~~ “~~Extension Request~~Accepting Lenders”) ~~setting forth~~ will have the ~~proposed terms~~ maturity of their applicable Loans and Commitments extended and be entitled to receive any increase in the ~~Extended Tranche to be established~~Applicable Margin and any fees (including prepayment premiums or fees), which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; as provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such datetherein. (b) The Borrower and each Accepting Lender shall ~~provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by~~ execute and deliver to the Administrative Agent ~~in its sole discretion) prior~~ such documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Extension Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management effectiveness of each Extension Amendment. Each of the ~~credit facilities hereunder after giving effect to such~~ parties hereto hereby agrees that, upon the effectiveness of any Extension ~~Request)~~Amendment, ~~if any~~this Agreement shall be deemed amended, as may be ~~established by~~necessary or appropriate, ~~or acceptable to,~~ in the opinion of the Administrative Agent, to effect the terms and provisions of the Extension Amendment with respect to the Loans and Commitments of the Accepting Lenders (including any amendments necessary to treat the Loans and Commitments of the Accepting Lenders in ~~each case acting reasonably to accomplish~~ a manner consistent with the ~~purposes of~~ other Loans and Commitments under this Agreement). Notwithstanding the foregoing, no Extension Amendment shall become effective under this Section 29.19 unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions and Officers’ Certificates consistent with those delivered pursuant to Section 4.02. SECTION 9.20. [Reserved].

Appears in 1 contract

Sources: Revolving Credit Agreement

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 22.21. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or prepayments and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Administrative Agent, and the Extending Lenders. It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on such date, and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee, if any, and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par to such Non-Extending Lender concurrently with such Assignment and Assumption by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) or (B) prepay the Loans and, at the Borrower’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 2.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash to such Non-Extending Lender by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.21(e) shall supersede any provisions in Section 10.02 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Integral Ad Science Holding LLC)

Extension Amendments. (a) The ~~Borrower~~ BorrowerBorrowers (on a joint and several basis as between the Borrowers) may at any time and from time to time request that all or a ~~portion, including one~~ portion of any of the Commitments or ~~more Tranches of~~ the Loans (including any Extended Loans), ~~in each case~~ existing at the time of such request (~~each~~any such Commitment, an “Existing ~~Tranche~~Commitment” and ~~the Loans of~~ any such ~~Tranche~~existing outstanding Loans, the “Existing Loans”) be converted to ~~extend~~ extend, in the case of Commitments, the termination date thereof ~~and~~ and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion ~~of any such Existing Tranche~~ thereof (any such Existing ~~Tranche~~ Commitment which has been so extended, an “Extended ~~Tranche~~Commitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the ~~Loans~~ case of ~~such Tranche~~a Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.26. In order to establish any Extended ~~Tranche~~Commitment, the Administrative Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche~~Commitment) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitment to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitment from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final ~~maturity~~ maturity/termination dates of such Extended ~~Tranches may~~ Commitment shall be delayed to later dates than the final ~~maturity~~ maturity/termination dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitment, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitment and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitment in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.26 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended ~~Tranche~~ Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing ~~Tranches~~Commitments, (32) the repayment (other than in connection with a permanent voluntary prepayment or a repayment at the final scheduled maturity of any Term Loans that have not become Extended Term Loans) and the mandatory prepayment ~~or the commitment reduction~~ of any of Extended Term Loans ~~or Commitments under the Extended Tranches~~ shall be made on a pro rata basis with all other outstanding Term Loans ~~or Commitments respectively~~and Other Term Loans; ~~provided that~~ provided, that, Extended Term Loans may, if the Extending Lenders making such Extended Term Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory ~~prepayment~~ repayment or ~~commitment reductions hereunder~~prepayment, (43) (x) the final maturity of any Extended ~~Tranche~~ Loans shall not be earlier ~~than,~~ than any Loans made under the applicable Specified Existing Commitment in respect thereof and (y) if such Extended ~~Tranche is~~ Loans are term loans made under a term facility, the Extended Loans shall not have a ~~Weighted Average Life~~ weighted average life to ~~Maturity~~ maturity shorter ~~than,~~ than any loans made under the applicable Specified Existing ~~Tranche~~Commitment in respect thereof, (54) each Lender in the Specified Existing ~~Tranche~~ Commitment shall be permitted to participate in the Extended ~~Tranche~~ Commitment in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Commitment, (65) assignments and participations of Extended ~~Tranches~~ Commitments shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~9.04 and (6) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Credit Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing ~~Tranche~~ Commitment converted into an Extended ~~Tranche~~ Commitment or Extended Loan pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitment shall constitute a separate ~~Tranche of Loans (and, if applicable, commitments)~~ Class from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments with the same maturity date so established on such date). Any Extended Revolving Loan or Extended Term Loan shall constitute a separate Class from the Existing Loans (together with any other Extended Revolving Loans or Extended Term Loans, as applicable, with the same maturity date so established on such date). (b) The Administrative Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Class of Existing ~~Tranche~~ Commitments or Existing ~~Tranches~~ Loans are requested to respond~~, and~~ . Any applicable Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitment converted into an Extended Commitment or Existing Loans converted into Extended Loans shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Commitment and/or Existing Loans that it has elected to convert into an Extended Commitment or Extended Loans, as the case may be. In the event that the aggregate amount of the Specified Existing Commitment and/or Existing Loans subject to Extension Elections exceeds the amount of Extended Commitments and/or Extended Loans requested pursuant to the Extension Request, the Specified Existing Commitment and/or Existing Loans subject to Extension Elections shall be converted to Extended Commitments and/or Extended Loans on a pro rata basis based on the amount of Specified Existing Commitments and/or Existing Loans included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Commitments and Extended Loans shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or ~~acceptable to~~prepayments referenced in Section 2.26(a) and which, notwithstanding anything to the contrary set forth in Section 9.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments and/or Extended Loans established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments or tranche of Extended Loans in an aggregate principal amount that is less than $50,000,000 and integral multiples of $5,000,000 in excess thereof, unless otherwise agreed by the Administrative Agent; provided, further, that (x) no Extension Amendment may provide for any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments or Existing Loans and (y) the other terms and conditions applicable to such Extended Loans or Extended Commitments (other than provisions related to maturity, amortization, interest margins, fees or prepayments (which may provide for a less than ratable amount of any mandatory prepayment vis-à-vis the Existing Loans and Existing Commitments but not a more than ratable amount of any mandatory prepayment vis-à-vis the Existing Loans and Existing Commitments) may not differ from those with respect to the Existing Loans or Existing Commitments, as applicable, unless such terms and conditions only apply after the Latest Maturity Date or, if more favorable to the Extending Lenders than the corresponding terms are to the Lenders under the Specified Existing Commitments, may apply to such Specified Existing Commitments and the Loans related thereto. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.26 and the arrangements described above in connection therewith. In connection with any Extension Amendment, if requested by the Administrative Agent, the BorrowerBorrowers shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, the security interests in respect of the Extended Loans and Extended Commitments and such of the other Loan Documents (if any) as may be amended thereby and that the existing security interest of the Collateral Agent shall not be adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Commitment is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Commitment of each Extending Lender, the aggregate principal amount of such Specified Existing Commitment shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitment so converted by such Lender on such date, and such Extended Commitments shall be established as a separate Commitment and Class from the Specified Existing Commitment and from any other Existing Commitments (together with any other Extended Commitment so established on such date) and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under this Agreement, such Loans (and any related participations) shall be deemed to be allocated as Existing Loans (and related participations) and Extended Revolving Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Commitments bear to the applicable Extended Commitments so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Administrative Borrower may, upon notice to the Administrative and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.04 (with the assignment fee and any other costs and expenses to be paid by the BorrowerBorrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the BorrowerBorrowers to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the BorrowerBorrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance. In connection with any such replacement under this Section 2.26, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date as of which all obligations of the BorrowerBorrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Administrative Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) This Section 2.26 shall supersede any provisions in Section 2.17, Section 2.18 or Section 9.08 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (Enviva Partners, LP)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend ~~the termination date thereof and~~ the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be ~~extended~~ converted (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.5 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended ~~Tranche shall~~ Loans may be ~~secured by or receive~~ optionally prepaid prior to the ~~benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of~~ date on which all Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche ~~and (6) assignments and participations~~ from which such Extended Loans were converted are repaid in full, unless such optional prepayment is accompanied by an at least pro rata prepayment of Loans of the Specified Existing Tranche from which such Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to~~ Loans ~~and Commitments hereunder as set forth in Section 10.04~~were converted. No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans ~~(and, if applicable, commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.5(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $200,000,000. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.5 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.5 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.5 Additional Amendments do not become effective prior to the time that such Section 2.5 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.5 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Loans of the Specified Existing Tranche from which such Extended Loans were converted are outstanding, any mandatory prepayment provisions that do not also apply to such Specified Existing Tranche on a pro rata basis. It is understood and agreed that each ~~case acting reasonably~~ Lender that has consented to ~~accomplish~~ Amendment No. 1 has consented for all purposes requiring its consent, and shall at the ~~purposes of this Section 2.~~effective time thereof be deemed

Appears in 1 contract

Sources: Credit Agreement (Great North Imports, LLC)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Term Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Term Loans, an “Existing Tranche” and the Term Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof ~~and~~ and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Term Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be either (taken as a whole), at the option of the Borrower and except with respect to provisions applicable only to periods after the applicable Latest Maturity Date, (A) reflect market terms and conditions (taken as a whole) ~~substantially similar to~~at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith) or are reasonably satisfactory to the Administrative Agent or (B) are not materially more restrictive to Holdings and its Restricted Subsidiaries (when taken as a whole) ~~no more favorable (as reasonably determined by the Borrower)~~ than those applicable to the ~~Lenders providing the~~ Term Loans ~~that~~ are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) (when taken as a whole) (it being understood that (A) to the extent any such more restrictive term is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such more restrictive term is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement); provided, further, that a certificate delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this Section 2.21(a), shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.21(a) unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), except notwithstanding anything to the contrary, (w) ~~all or any of~~ the final maturity ~~dates~~ date of ~~such~~ the Extended ~~Tranches~~ Tranche may be ~~delayed to~~ later ~~dates~~ than the final maturity ~~dates~~ date of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing ~~such~~ the Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) ~~such~~ the Extended Tranche shall not be~~, (y) in the case of any Extended Tranche relating to Term Loans~~, in an amount less than $5,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (~~z) in~~ it being understood that the ~~case of any Extended Tranche relating to Revolving Loans hereunder, in an~~ actual principal amount ~~less~~ thereof provided by the applicable lenders may be lower than ~~$1,000,000~~such minimum amount), (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Term Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Term Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, ~~and~~ and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on or after such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Borrower may condition the effectiveness of any Extension Amendment on acceptance of such Extension by a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes, which may be waived by the Borrower in its sole discretion. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or prepayments or, subject to clause (a) of this Section 2.21, any other provisions, and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall ~~agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ not require the consent of the ~~credit facilities hereunder after giving effect~~ Administrative Agent (except to ~~such Extension Request), if any, as may be established by~~the extent affecting the rights and duties of, or ~~acceptable~~ any fees or other amounts payable to, the Administrative Agent) or any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, and the Extending Lenders. It is understood and agreed that each Lender and (except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) the Administrative Agent have consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on or after such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Term Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations (other than contingent indemnity obligations and unasserted expense reimbursement obligations) of the Borrower owing to the Non-Extending Lender relating to the Term Loans so assigned shall be paid in full at par to such Non-Extending Lender concurrently with such Assignment and Assumption by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case ~~acting reasonably~~ of all other amounts) or (B) prepay the Term Loans and all other Obligations owing to ~~accomplish~~ and, at the ~~purposes of~~ Borrower’s option, if applicable, terminate the Commitments of, such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 22.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations (other than contingent indemnity obligations and unasserted expense reimbursement obligations) of the Borrower owing to the Non-Extending Lender relating to the Term Loans so assigned shall be paid in full in cash to such Non-Extending Lender by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.21(e) shall supersede any provisions in Section 10.02 to the contrary.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Allvue Systems Holdings, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to ~~time request that all~~ time, without the consent of the Administrative Agent or ~~a portion~~the Required Lenders, ~~including~~ agree with one or more ~~Tranches of~~ Lenders that the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the scheduled termination date ~~thereof and the scheduled maturity date(s~~or Maturity Date (as applicable) ~~of any payment of principal~~ with respect to all or a portion of any of such Lenders’ Commitments or Loans (including, for the avoidance of doubt, any previously Extended Revolving Loans), existing at the time of such request (any such Commitment, an “Existing ~~Tranche~~ Commitment” and any such existing outstanding Loans, the “Existing Loans”) be extended (any such Existing ~~Tranche~~ Commitment which has been so extended, an “Extended ~~Tranche~~Commitment” and ~~the Loans of~~ any such ~~Tranche~~Existing Loan whose scheduled maturity date(s) has or have been so extended, ~~the~~ an “Extended ~~Loans~~Revolving Loan”) and to provide for other terms consistent with this Section ~~2.21~~2.25. In order to establish any Extended ~~Tranche~~Commitment or Extended Revolving Loan, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing ~~Tranche~~Commitment) (an “Extension Request”~~) setting~~ ), which Extension Request may be conditioned as determined by the Borrower and set forth in such Extension Request and will set forth the proposed terms of the Extended ~~Tranche~~ Commitment or Extended Revolving Loan to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, below and covenants and other ~~than terms~~ provisions applicable ~~only~~ to periods after the ~~Latest~~ Maturity Date of ~~the Existing~~ any non-Extended Revolving Loans) shall be identical to those applicable to the Existing ~~Tranche~~ Loans or Existing Commitment from which they are to be extended (any such Existing Commitment, the “Specified Existing ~~Tranche~~Commitment” and any such Existing Loan, the “Specified Existing Loan”), ) except (wx) all or any of the final ~~maturity~~ maturity/termination dates of such Extended ~~Tranches~~ Commitment or Extended Revolving Loan may be delayed to later dates than the final ~~maturity~~ maturity/termination dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving Commitments~~ Commitment or Specified Existing Loan (~~including~~ as ~~a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~applicable), (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitment or Extended Revolving Loan may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitment or Specified Existing Loan (as applicable) and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitment or Extended Revolving Loan in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended ~~Tranche~~ Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended ~~Tranche~~ Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing ~~Tranches~~Commitments and Existing Loans, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (42) the final maturity of any Extended ~~Tranche~~ Revolving Loan shall not be earlier ~~than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ than any Loan made under the applicable Specified Existing ~~Tranche~~Commitment in respect thereof, (53) each Lender in with respect to the Specified Existing ~~Tranche~~ Commitment or Specified Existing Loans (as applicable) shall be permitted to participate in the Extended ~~Tranche~~ Commitment or Extended Revolving Loan (as applicable) in accordance with its pro rata share of the Specified Existing ~~Tranche and~~ Commitment or Specified Existing Loan, (64) except with respect to periods after the Maturity Date of any non-Extended Commitments or non-Extended Revolving Loans, assignments and participations of Extended ~~Tranches~~ Commitments and Extended Revolving shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~9.04 and (5) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, ~~commitments~~ any of ~~any~~ its Existing ~~Tranche~~ Commitment converted into an Extended ~~Tranche~~ Commitment or Extended Revolving Loan pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitment shall constitute a separate ~~Tranche~~ commitment of Loans ~~(and, if applicable, commitments)~~ from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders ~~under~~ with respect to the applicable Existing ~~Tranche~~ Commitments or Existing ~~Tranches~~ Loans are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitment or Specified Existing Loans converted into Extended Commitments or Extended Revolving Loans shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Commitment or Specified Existing Loans that it has elected to convert into an Extended Commitment or Extended Revolving Loan. In the event that the aggregate amount of the Specified Existing Commitment or Specified Existing Loans subject to Extension Elections exceeds the amount of Extended Commitments or Extended Revolving Loans requested pursuant to the Extension Request, the Specified Existing Commitment or Specified Existing Loans subject to Extension Elections shall be converted to Extended Commitments or Extended Revolving Loans (as applicable) on a pro rata basis based on the amount of Specified Existing Commitments or Specified Existing Loans included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Commitments and Extended Revolving Loans shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments on terms consistent with this Section 2.25 and which, notwithstanding anything to the contrary set forth in Section 9.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments or ~~acceptable to~~Extended Revolving Loans established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments or tranche of Extended Revolving Loans in an aggregate principal amount that is less than $50,000,000 and integral multiples of $5,000,000 in excess thereof; provided, further, that no Extension Amendment may provide for any Extended Commitment or Extended Revolving Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments or Existing Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.25 and the arrangements described above in connection therewith. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, the security interests in respect of the Extended Revolving Loans and Extended Commitments and such of the other Loan Documents (if any) as may be amended thereby and that the existing security interest of the Collateral Agent shall not be adversely affected thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Commitment or Existing Loan is extended in accordance with this Section 2.25 (an “Extension Date”), in the case of the Specified Existing Commitment and Specified Existing Loans of each Extending Lender, the aggregate principal amount of such Specified Existing Commitment and Specified Existing Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments or Extended Revolving Loans so converted by such Lender on such date, and such Extended Commitments or Extended Revolving Loans shall be established as a separate Commitment or separate tranche of Loans from the Specified Existing Commitment or Specified Existing Loans and from any other Existing Commitments or Existing Loans (together with any other Extended Commitment or Extended Revolving Loans so established on such date). (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, upon notice to the Administrative and the Non-Extending Lender, (i) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.04 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Acceptance or (ii) prepay the Loans and, at the Borrower’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 2.20, without premium or penalty. In connection with any such replacement under this Section 2.25, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (x) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (y) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Non-Extending Lender. (f) This Section 2.25 shall supersede any provisions in Section 2.16 or Section 2.17 to the contrary.

Appears in 1 contract

Sources: Credit Agreement (World Point Terminals, LP)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.10. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.10 or otherwise, (1) ~~such Extended Tranche shall not be~~the repayment (other than in connection with a permanent repayment and, (yif applicable, termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans ~~or Commitments under the~~ (including all Extended ~~Tranches~~ Tranches) shall be made on a pro rata basis with all other outstanding Loans ~~or Commitments respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Tranches), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Tranche B Term Loans ~~and Commitments hereunder as~~ set forth in Section ~~10.04~~11.6, and (3) no termination of Extended Tranches and no permanent repayment of Extended Tranches accompanied, if applicable, by a corresponding permanent reduction in the applicable commitment shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding reduction), as applicable, of all earlier maturing Tranches (including Extended Tranches) (or all earlier maturing Tranches (including Extended Tranches) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to, the Administrative Agent,~~ fees referenced in ~~each case acting reasonably~~ Section 2.10(a) clauses (x) to ~~accomplish the purposes of this Section 2.~~(z) and

Appears in 1 contract

Sources: Credit Agreement (Hertz Global Holdings Inc)

Extension Amendments. (a) The Borrower Agent may at any time and from time to time request that all or a portion, including one or more Tranches of the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (Cc) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the ~~Borrower~~Borrowers) to the Lenders providing the Loans that are being extended or replaced (in each case, other than for terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the optional prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $~~5,000,000~~ 25,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $~~1,000,000~~5,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower Agent shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or ~~acceptable to~~prepayments and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Administrative Agent, in and the Extending Lenders. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes of~~ other Loan Documents authorized by this Section 22.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date) and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower Agent may, on notice to the Administrative and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption or (B) prepay the Loans and, at the Borrower Agent’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 2.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower Agent shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender.

Appears in 1 contract

Sources: First Lien Credit Agreement (Transfirst Holdings Corp.)

Extension Amendments. (a) ~~The~~ So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans~~ portion of any Class of Loans then outstanding selected by the Borrower (such ~~Tranche~~series, the “~~Existing~~ Original Loans”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Loans” and the remainder not so extended, the “Non-Extended Loans”). ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the ~~Lenders of~~ Borrower and the ~~applicable Existing Tranche)~~ Administrative Agent (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Loans, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of ~~the final maturity dates of such~~ Extended ~~Tranches~~ Loans may be delayed to ~~later dates~~ a date after the Fixed Maturity Date, (x) Extended Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Loans; provided that at the Weighted Average Life to Maturity of such Extended Loans shall be no ~~time shall there be Revolving Commitments~~ shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y) the ~~interest margins with respect to~~ initial yield (including, without limitation, margins, fees and premiums) of the Extended ~~Tranche~~ Loans may be higher or lower than the ~~interest margins~~ initial yield (including, without limitation, margins, fees and premiums) of the Original Loans; provided, however, that if the initial yield on such Extended Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Extended Loans and (y) if the Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the ~~Specified Existing Tranche~~amount of such fee, expressed as a percentage of the Extended Loans, being referred to herein as the “Extension Fee”), the amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the ~~prepayment~~ Applicable Margin for the Original Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms ~~may be different and/or (C) additional pricing~~ and ~~fees may be payable~~ changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the ~~Lenders providing~~ related Non-Extended Loans to reduce each scheduled installment for such Non-Extended ~~Tranche in addition~~ Loans to ~~or in lieu~~ an aggregate amount equal to the product of ~~any increased margins contemplated~~ (1) the original aggregate amount of such installment with respect to the Original Loans, multiplied by (2) a fraction, the ~~preceding clause (A),~~ numerator of which is the aggregate principal amount of such related Non-Extended Loans and (y) the ~~commitment fee, if any,~~ denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to ~~the~~ any individual Non-Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended ~~Tranche~~ Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ seven Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which ~~Lenders under~~ the applicable ~~Existing Tranche or Existing Tranches~~ Lenders are requested to ~~respond~~respond (or such later date as the Administrative Agent may agree). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Original Loans converted into Extended Loans shall notify the Administrative Agent (such notice to be in such form as approved from time to time by the Borrower and the Administrative Agent) (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request (which shall ~~agree~~ in any event be no less than three Business Days prior to the effectiveness of the applicable Extension Amendment) of the amount of its Original Loans that it has elected to convert into Extended Loans. In the event that the aggregate amount of the applicable Original Loans subject to Extension Elections exceeds the amount of the applicable Extended Loans requested pursuant to the Extension Request, the applicable Original Loans subject to such ~~procedures (including regarding timing, rounding and other adjustments and~~ Extension Elections shall be converted to ~~ensure reasonable administrative management~~ Extended Loans on a pro rata basis based on the amount of the ~~credit facilities hereunder~~ applicable Original Loans included in each such Extension Election. (c) Subject to the requirements of this Section 2.23, so long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date that such ~~Extension Request~~Extended Loans are established), ~~if any, as~~ Extended Loans may be established bypursuant to a supplement (which shall set forth the effective date of such extension) to this Agreement (which, ~~or acceptable to~~except to the extent otherwise expressly contemplated by this Section 2.23(c), shall require the consent only of the Lenders who elect to make the Extended Loans established thereby) in such form as approved from time to time by the Borrower and the Administrative Agent in the reasonable exercise of its discretion (each, an “Extension Amendment”) executed by the Loan Parties, the Administrative ~~Agent,~~ Agent and the Extending Lenders. Any Extension Amendment may provide for additional terms (other than those referred to or contemplated in ~~each case acting reasonably to accomplish the purposes of~~ this Section 2.2.23 or in the form of the Extension Request or Extension Amendment (each, a “Section 2.23

Appears in 1 contract

Sources: Term Loan Credit Agreement (Supervalu Inc)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided ~~that,~~ that notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the Multicurrency Swingline Lenders and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent (such consent not to be unreasonably withheld, delayed or conditioned) and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Borrowers, Guarantors and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with Section 12.1; provided, further, that no Extension Amendment may provide for (i) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Borrower or Guarantor that does not also secure the Existing Tranches and (ii) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Commitments or Extended Loans). It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.6

Appears in 1 contract

Sources: Credit Agreement (Herc Holdings Inc)

Extension Amendments. (a) The Applicable Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” ~~and~~ and, the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Extended Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~4.18. In order to establish any Extended Tranche, the Applicable Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in ~~clause (C~~Section 4.18(c) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 4.18 or otherwise, (1) such Extended Tranche shall not be, (yx) ~~in the case of any Extended Tranche relating~~ as to Term ~~Loans~~Loans and Revolving Facility Commitments denominated in Dollars, in an amount less than $~~5,000,000~~ 50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (zy) as to Term Loans and Revolving Facility Commitments denominated in ~~the case of any Extended Tranche relating to Revolving Loans hereunder~~Canadian Dollars, in an amount less than ~~$1,000,000~~C$50,000,000 and shall be in integral multiples of C$25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment or and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Applicable Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or prepayments referenced in Section 4.18(a) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 4.18(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Applicable Borrower, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than (x) in the case of any Extended Tranche relating to Loans denominated in Dollars under the Term Facility or the Closing Date Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans denominated in Canadian Dollars under the 2024 Canadian Revolving Facility or the Closing Date Revolving Credit Facility hereunder, in an amount less than C$50,000,000 and shall be in integral multiples of C$25,000,000 in excess thereof; provided, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches. It is understood and agreed that each Lender has consented to each amendment to this Agreement and the other Loan Documents authorized by this Section 4.18 and the arrangements described above in connection therewith for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing~~consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 4.18 and the arrangements described above in connection therewith. In connection with any Extension Amendment, ~~rounding and other adjustments and to ensure reasonable administrative management of~~ the ~~credit facilities hereunder after giving effect to such Extension Request)~~Applicable Borrower shall, if ~~any, as may be established by, or acceptable to,~~ requested by the Administrative Agent, deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with Section 4.18(a) (an “Extension Date”), in the case of the Specified Existing Tranche of each ~~case acting reasonably~~ Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date) and (B) if, on any Extension Date, any Revolving Facility Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Applicable Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 11.6 (with the assignment fee and any other costs and expenses to be paid by the Applicable Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Applicable Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Applicable Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption or (B) prepay the Loans and, at the Applicable Borrower’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 4.11, without premium or penalty. In connection with any such replacement under this Section 4.18, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all obligations of the Applicable Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date without any action on the part of such Non-Extending Lender and the Assignment and Assumption executed by the replacement Lender shall be effective for the purposes of this Section 24.18. (f) This Section 4.18 shall supersede any provisions in Section 4.8 or Section 11.1 to the contrary. (g) No amendment, conversion or exchange of Loans pursuant to any Extension Amendment in accordance with Section 4.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Appears in 1 contract

Sources: Second Amendment Agreement (OPENLANE, Inc.)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Revolving Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.7. In order to establish any Extended ~~Tranche~~Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any timeCommitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.7 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Commitments ~~under the~~ (including all Extended ~~Tranches~~ Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Article 3 and ~~shall agree~~ Swing Line Loans under subsection 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Lender, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Commitments shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.7(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.7(c) and notwithstanding anything to the contrary set forth in subsection 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent, the Issuing Lenders and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in ~~each case acting reasonably~~ an aggregate principal amount that is less than $250,000,000. Notwithstanding anything to ~~accomplish~~ the ~~purposes of~~ contrary in this ~~Section 2.~~Agreement and without limiting

Appears in 1 contract

Sources: Abl Credit Agreement (Us Foods, Inc.)

Extension Amendments. (a) The Borrower ~~may~~ may, at any time and from time to time after the Closing Date, request that all or a ~~portion, including one or more Tranches~~ portion of the Term Loans ~~(including any Extended Loans), in each case existing at the time~~ of ~~such request~~ a given Class (each, an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans~~”) be ~~converted~~ amended to extend the ~~termination date thereof and the~~ scheduled ~~maturity date(s~~Maturity Date(s) ~~of any payment of principal~~ with respect to all or a portion of ~~any~~ such ~~Existing Tranche~~ Term Loans (any such Term Loans which have been so amended, “Extended Term Loans”, with any Term Loans of the Existing Tranche ~~which has been~~ not so ~~extended, an~~ extended being referred to as “Non-Extended ~~Tranche” and the Loans of such Tranche, the “Extended~~ Term Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.13. In order to establish any Extended ~~Tranche~~Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Term Loans to be established, which ~~terms (other than as provided in clause (C) below) shall~~ Extension Request may be ~~(taken as a whole) substantially similar to~~modified, revoked, or ~~(taken as a whole) no more favorable (as reasonably determined~~ revoked and reissued by the ~~Borrower)~~ Borrower at any time prior to the ~~Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date~~ effectiveness of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed to by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and shall agree~~ . Any Lender (an “Extending Lender”) wishing to ~~such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ have all or a portion of its Term Loans under the ~~credit facilities hereunder after giving effect~~ Existing Tranche subject to such Extension Request amended into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Tranche that it has elected to request be amended into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request), ~~if any, as may~~ the Term Loans subject to Extension Elections shall be ~~established by, or acceptable to,~~ amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each ~~case acting reasonably~~ such Extension Election. (c) The terms of the Extended Term Loans to ~~accomplish~~ be established pursuant to an Extension Request shall (x) be identical as offered to each Lender under such Existing Tranche (including as to the ~~purposes~~ proposed Interest Rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) shall be identical to the Term Loans under the Existing Tranche from which such Extended Term Loans are to be amended, except that (I) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Incremental Term Loans, Refinancing Term Loans and Extended Term Loans) which have more than three (3) different Maturity Dates (unless otherwise consented to by the Administrative Agent); (II) the All-In-Yield with respect to the Extended Term Loans (whether in the form of interest 63 (d) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.13(c)(II) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.2.13(d) and notwithstanding anything to the contrary set forth in Section 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Borrower, the Guarantors, the Administrative Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 11.1 to any Section 2.13 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “

Appears in 1 contract

Sources: Credit and Guaranty Agreement (U.S. Concrete, Inc.)

Extension Amendments. (a) ~~The~~ Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the Term Loans of any Class (~~including any Extended Loans), in each case existing at the time of such request (each,~~ an “Existing Term Loan Tranche~~” and the Loans of any such Tranche, the “Existing Loans~~”) be converted to extend the ~~termination date thereof and the~~ scheduled maturity ~~date(s)~~ date of any payment of principal with respect to all or a any portion of ~~any~~ the principal amount of such ~~Existing Tranche~~ Loans (any such ~~Existing Tranche~~ Loans which ~~has~~ have been so ~~extended~~converted, an “Extended ~~Tranche” and the Loans of such Tranche, the “Extended~~ Term Loans,”) and to provide for other terms consistent with this Section ~~2.21~~2.16. In order to establish any Extended ~~Tranche~~Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the “effective yield” with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the “effective yield” for the Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrower and the Lenders thereof; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series (as defined below) at the time of establishment thereof be earlier than the then final stated maturity of the applicable Existing Term Loan Tranche from which such Extended Term Loans have been converted and (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Existing Term Loan Tranche from which such Extended Term Loans have been converted. Any Extended Term Loans converted pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment (as defined below), be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. (b) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments of any Class (an “Existing Revolving Tranche”) be converted to extend the scheduled maturity date of any payment of principal with respect to all or any portion of the principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so converted, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Revolving Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Tranche) (each, a “Revolving Extension Request” and, collectively with any Term Loan Extension Request, each an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Revolving Credit Commitments to be established, which ~~terms~~ shall (~~other than~~ x) be identical as ~~provided in clause~~ offered to each Lender under the relevant Existing Revolving Tranche (~~C) below) shall be (taken~~ including as ~~a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower)~~ to the ~~Lenders providing the Loans that are being extended or replaced~~ proposed interest rates and fees payable) and (~~in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans~~y) ~~to those applicable~~ be identical to the Revolving Credit Commitments under the relevant Existing Revolving Tranche from which ~~they~~ such Extended Revolving Credit Commitments are to be ~~extended~~ converted, except that: (i) the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins effective yield” with respect to the Extended ~~Tranche may be higher~~ Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or ~~lower than the interest margins for the Specified Existing Tranche, (B~~otherwise) ~~the prepayment terms~~ and commitment fees and unused line fees may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the “effective yield” and commitment ~~fee, if any,~~ fees and unused line fees for the ~~Specified~~ Loans of such Existing Revolving Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided that, notwithstanding anything~~ (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Revolving Extension Amendment (immediately prior to the ~~contrary in this Section 2.21 or otherwise, (1)~~ establishment of such Extended ~~Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000~~ Revolving Credit Commitments); and (ziv) ~~in the case of any Extended Tranche relating to Revolving Loans hereunder~~(A) except as provided under sub-clause (B) below, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments all borrowings under the Extended ~~Tranches shall~~ Revolving Credit Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (B) the permanent repayment of outstanding Revolving Credit Loans under the Extended Revolving Credit Commitments in connection with a termination of Extended Revolving Credit Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (x) with respect to (I) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments or the Extended Revolving Credit Commitments and (II) repayments made in connection with any refinancing of Extended Revolving Credit Commitments or (y) as compared to any other Revolving Credit Commitments with a later maturity date than such Extended Revolving Credit Commitments), in each case under this clause (iv), with all other ~~outstanding Loans or~~ Revolving Credit Commitments; provided, however, that in no event shall the final maturity date of any Extended Revolving Credit Commitments ~~respectively~~of a given Revolving Extension Series (as defined below) at the time of establishment thereof be earlier than the then final stated maturity of the applicable Existing Revolving Tranche from which such Extended Revolving Credit Commitments have been converted. Any Extended Revolving Credit Commitments converted pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series” and, collectively with any Term Loan Extension Series, each an “Extension Series”) of Extended Revolving Credit Commitments, as applicable, for all purposes of this Agreement; provided that any Extended ~~Loans~~ Revolving Credit Commitments converted from an Existing Revolving Tranche may, if to the ~~Extending Lenders making such Extended Loans so agree~~extent provided in the applicable Extension Amendment (as defined below), ~~participate on a less than pro rata basis~~ be designated as an increase in any ~~mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if~~ previously established Revolving Extension Series with respect to such ~~Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified~~ Existing Revolving Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (bc) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the ~~applicable~~ Existing Term Loan Tranche or Existing ~~Tranches~~ Revolving Tranche, as applicable, are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request)procedures, if any, as may be established by, or acceptable to, the ~~Administrative~~ applicable Agent, in each case acting reasonably to accomplish the purposes of this Section 22.16. No Lender shall have any obligation to agree to have any of its Loans of any Existing Term Loan Tranche converted into Extended Term Loans or any of its Existing Revolving Credit Commitments of any Existing Revolving Tranche converted into Extended Revolving Credit Commitments pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Loans and/or Commitments under the Existing Term Loan Tranche or Existing Revolving Tranche, as applicable, subject to such Extension Request converted into Extended Term Loans or Extended Revolving Credit Commitments, as applicable, shall notify the applicable Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Loans and/or Commitments, as applicable, under the Existing Term Loan Tranche or Existing Revolving Tranche, as applicable, which it has elected to request be converted into Extended Term Loans and/or Extended Revolving Credit Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request.

Appears in 1 contract

Sources: Credit Agreement (Loar Holdings Inc.)

Extension Amendments. (a) The Borrower may ~~at any time and~~ from time to ~~time request that all or a portion~~time, ~~including~~ pursuant to the provisions of this Section 2.23, agree with one or more ~~Tranches~~ Lenders holding Loans and Commitments of ~~the Loans~~ any Class (~~including any Extended Loans), in each case existing at the time of such request (each, an~~ “Existing ~~Tranche” and the Loans of any such Tranche, the “Existing Loans~~Class”) ~~be converted~~ to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~2.23 (each such modification, an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.23, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In ~~order to establish any Extended Tranche~~connection with each Extension, the Borrower ~~shall~~ will provide ~~a notice~~ notification to the Administrative Agent (~~who shall provide a copy of such notice~~ for distribution to ~~each of~~ the Lenders of the applicable ~~Existing Tranche~~Class) ~~(an “Extension Request”) setting forth the proposed terms~~ of the ~~Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to,~~ requested new maturity date for the extended Loans of each applicable Class or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are Classes to be extended (each an “Extended Maturity Date”) and the ~~“Specified Existing Tranche”)~~due date for Lender responses no later than five Business Days prior to the date on which the applicable Lenders are requested to respond. In connection with any Extension, ~~except (w) all or any~~ each Lender of the ~~final maturity dates of~~ applicable Class wishing to participate in such ~~Extended Tranches~~ Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be ~~delayed~~ reasonably established by, or acceptable to, the Administrative Agent to ~~later dates than~~ accomplish the ~~final maturity dates~~ purposes of this Section 2.23. (b) After giving effect to any Extension, the Loans or Commitments so extended shall cease to be a part of the ~~Specified Existing Tranche~~Class that they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided that at no time shall there be ~~Revolving Commitments (including as a result of any Extended Tranche) which have~~ more than ~~three~~ two different classes of Revolving Commitments; provided, further, that (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (yi) in the case of any ~~Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche~~ Extension Amendment relating to Revolving Commitments or Revolving Loans, all borrowings and all prepayments of Revolving Loans ~~hereunder, in an amount less than $1,000,000, (2) no Extended Tranche~~ shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall continue to be made on a ~~pro rata~~ ratable basis ~~with~~ among all ~~other outstanding~~ applicable Lenders, based on the relative amounts of their Revolving Commitments (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), until the repayment of the Revolving Loans or attributable to the non-extended Revolving Commitments ~~respectively; provided that~~ on the relevant maturity date and (ii) no termination of Extended Revolving Commitments and no repayment of Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted ~~to participate in the Extended Tranche in accordance with its~~ unless such termination or repayment (and corresponding pro rata ~~share of the Specified Existing Tranche and (6) assignments and participations~~ permanent reduction of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans orRevolving Commitments, if applicable~~, commitments~~ ) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction of ~~any Existing Tranche converted into an~~ Extended ~~Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and~~Revolving Commitments, if applicable), ~~commitments) from the Specified Existing Tranches~~as applicable, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under of the applicable Existing ~~Tranche~~ Loans or Existing ~~Tranches are requested to respond,~~ Revolving Commitments (or all Existing Revolving Commitments of such Class and related Existing Loans shall ~~agree to such procedures (including regarding timing, rounding~~ have otherwise been terminated and ~~other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request~~repaid in full), ~~if any,~~ as ~~may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2~~applicable.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Alcatel Lucent)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided ~~that,~~ that notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non‑Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the Canadian Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Borrowers, Guarantors and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with Section 12.1; provided, further, that no Extension Amendment may provide for (i) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Borrower or Guarantor that does not also secure the Existing Tranches and (ii) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Commitments or Extended Loans). It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.6

Appears in 1 contract

Sources: Credit Agreement (Herc Holdings Inc)

Extension Amendments. (a) ~~The~~ So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request (x) that all or a ~~portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans~~ portion of any Class of Revolving Credit Commitments then in existence selected by the Borrower (such ~~Tranche~~Class, the “~~Existing Loans~~Reference Revolving Credit Commitments”) be converted to extend the termination date thereof and ~~the scheduled~~ maturity ~~date(s)~~ date of ~~any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and~~ the Loans ~~of such Tranche,~~ made thereunder (the “~~Extended~~ Reference Revolving Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.26 (any portion thereof that have been so extended, and as they may from time to time be adjusted pursuant to Section 2.08(e) as the result of a Specified Loan Reduction, “Extended Revolving Credit Commitments” and any related revolving loans, “Extended Revolving Loans” and the remainder not so extended, as they may be adjusted from time to time pursuant to Section 2.08(e) as the result of a Specified Loan Reduction, “Non-Extended Revolving Credit Commitments” and “Non-Extended Revolving Loans,” respectively) or (y) that all or a portion of any Series of Term Loans then outstanding selected by the Borrower (such Series, the “Reference Term Loans”) be converted to extend the maturity date thereof and to provide for other terms permitted by this Section 2.26 (any portion thereof that have been so extended, “Extended Term Loans” and the remainder not so extended, the “Non-Extended Term Loans”). ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Agreement with respect to any Reference Revolving Credit Commitments or Reference Term Loans, as applicable, the Borrower shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of Lender who has Reference Revolving Credit Commitments or Reference Term Loans, as applicable) in such form as approved from time to time by the ~~Lenders of~~ Borrower and the ~~applicable Existing Tranche)~~ Agent (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Revolving Credit Commitments or Extended Term Loans, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended~~ Reference Revolving Credit Commitments or Reference Term Loans, as applicable, except for “Section 2.26 Additional Agreements” (~~the “Specified Existing Tranche”),~~ as hereinafter defined) or as otherwise permitted by this Section 2.26 and except (w) ~~all or any of~~ the final ~~maturity dates~~ termination date of such Extended ~~Tranches~~ Revolving Credit Commitments and the maturity date of Extended Revolving Loans or Extended Term Loans, as applicable, may be delayed to any date on or prior to June 30, 2017 (or such earlier or later ~~dates~~ day as may be set forth in the applicable Extension Amendment), (x) Extended Term Loans may have different amortization payments provided that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the ~~final maturity dates~~ Weighted Average Life to Maturity of the ~~Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche)~~ Reference Term Loans from which ~~have more than three (3) different scheduled final maturity dates at any time~~they were converted, (~~x)(A~~y) the ~~interest margins with respect to~~ all-in pricing (including, without limitation, margins, fees and premiums) of the Extended ~~Tranche~~ Revolving Loans or Extended Term Loans, as applicable, may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) of the Reference Revolving Loans or Reference Term Loans, as applicable; provided, however, that if the Initial Margin on such Extended Term Loans exceeds the interest rate margin that may, under any circumstances other than in the case of interest payable pursuant to Section 2.11(c), be payable with respect to the Tranche B-2 Term Loans (the amount of such excess, if any, being referred to herein as the “Margin Differential”), then the interest rate margins then in effect for the ~~Specified Existing Tranche~~Tranche B-2 Term Loans shall automatically be increased by the Margin Differential, if any, effective upon the making of the Extended Term Loans (for purposes of the foregoing, “Initial Margin” means, with respect to any Series of Extended Term Loans, the initial margin thereon as determined by the Agent to be equal to (A) the interest rate margin above the LIBOR Rate on such Series of Extended Term Loans plus, (B) ~~the prepayment terms may be different and/or (C) additional pricing and fees may be payable~~ if such Series contains an interest rate “floor” with respect to the ~~Lenders providing~~ LIBOR Rate, the amount, if any, by which such ~~Extended~~ floor exceeds the LIBOR Rate for the Tranche B-2 Term Loans (after giving effect to the LIBOR Rate floor, if any, then applicable to the Tranche B-2 Term Loans) that would be in ~~addition to or in lieu of any increased margins contemplated by~~ effect for a three-month Interest Period commencing on the ~~preceding clause (A),~~ date such Series is established) and (y) the commitment ~~fee, if any,~~ fee rate with respect to the Extended ~~Tranche~~ Revolving Credit Commitments may be higher or lower than the commitment ~~fee, if any,~~ fee rate for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheReference Revolving Credit Commitments, in each case to the extent provided in the applicable Extension ~~Amendment~~Agreement; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.26 or otherwise, ~~(1) such~~ until the occurrence of the Revolving Credit Maturity Date for the Reference Revolving Credit Commitments, the borrowing of Extended ~~Tranche shall not be, (y) in the case of~~ Revolving Loans under any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to~~ Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Credit Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with ~~all~~ any borrowings of Non‑Extended Revolving Loans (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Revolving Loans as determined by the Administrative Agent in the reasonable exercise of its discretion). In addition to any other ~~outstanding~~ terms and changes required or permitted by this Section 2.26, each Extension Amendment establishing a Series of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.07 or ~~Commitments respectively; provided that~~ the applicable New Facility Joinder Agreement with respect to the related Non-Extended Term Loans ~~may, if~~ to reduce each scheduled Installment for such Non-Extended Term Loans to an aggregate amount equal to the ~~Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder,~~ product of (4i) the ~~final maturity~~ original aggregate amount of such Installment with respect to the Reference Term Loans, multiplied by (ii) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Loans and (y) the denominator of which is the aggregate principal amount of such Reference Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any Installment payable with respect to any individual Non-Extended ~~Tranche~~ Term Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Term Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Reference Revolving Credit Commitments, Reference Revolving Loans oror Reference Term Loans converted into Extended Revolving Credit Commitments, if Extended Revolving Loans or Extended Term Loans, as applicable, ~~commitments of any Existing Tranche converted into an Extended Tranche~~ pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 1 contract

Sources: Credit Agreement (Harland Clarke Holdings Corp)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Term Loans (including any Extended Loans) or LC Facility Deposits (including any Extended LC Facility Deposits), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Term Loans of ~~any~~ such Tranche, the “Existing Loans”, or the LC Facility Deposits of such Tranche, the “Existing LC Facility Deposits”, as applicable) be converted to extend the ~~termination date thereof and the~~ scheduled maturity date(s) ~~of any payment of principal~~ with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Term Loans of such Tranche, the “Extended Loans”, or the LC Facility Deposits of such Tranche, the “Extended LC Facility Deposits”, as applicable) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be ~~extended~~ converted (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided ~~that, notwithstanding anything~~ that any payment by the Borrower to be applied pursuant to clause (ii) of the ~~contrary in this Section 2.21 or otherwise, (1~~third sentence of subsection 2.6(e)(ii) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be ~~secured by or receive the benefit~~ applied to each Tranche of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made LC Facility Deposits on a pro rata basis ~~with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if~~ and any payment from the ~~Extending Lenders making such Extended Loans so agree, participate~~ Credit-Linked Deposit Account pursuant to subsection 2.6(e)(iii) shall reduce the LC Facility Deposits of each Tranche on a ~~less than~~ pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04basis. No Lender shall have any obligation to agree to have any of its Existing Loans oror Existing LC Facility Deposits, if as applicable, ~~commitments of any Existing Tranche~~ converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans ~~(and~~or LC Facility Deposits, if as applicable, ~~commitments)~~ from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.5(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.5(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby and, in the case of any Extended Tranche of LC Facility Deposits, the applicable LC Facility Issuing Bank) executed by the Loan Parties, the Administrative Agent, the Extending Lenders and, in ~~each~~ the case ~~acting reasonably~~ of any Extended Tranche of LC Facility Deposits, the applicable LC Facility Issuing Bank. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than (x) $200.0 million, in the case of any Extended Tranche of Term Loans or (y) $15.0 million, in the case of any Extended Tranche of LC Facility Deposits. Notwithstanding anything to ~~accomplish~~ the ~~purposes~~ contrary in this Agreement and without limiting the generality or applicability of ~~this~~ subsection 10.1 to any Section 2.2.5 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional

Appears in 1 contract

Sources: Credit Agreement (Servicemaster Co)

Extension Amendments. (a) The Applicable Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” ~~and~~ and, the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Extended Tranche, the “Extended Loans”) and to provide for other terms consistent with this Section ~~2.21~~4.18. In order to establish any Extended Tranche, the Applicable Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in ~~clause (C~~Section 4.18(c) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; ~~provided~~ provided, that, notwithstanding anything to the contrary in this Section ~~2.21~~ 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunderas to Term Loans and Revolving Facility Commitments denominated in Dollars, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under theas to Term ~~Loans~~Loans and Revolving Facility hereunderCommitments denominated in Canadian Dollars, in an amount less than ~~$5,000,000~~ C$50,000,000 and ~~(z)~~ shall be in ~~the case~~ integral multiples of ~~any Extended Tranche relating to Revolving Loans hereunder,~~ C$25,000,000 in ~~an amount less than $1,000,000~~excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment or and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; ~~provided that~~ provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter ~~than,~~ than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section ~~10.04~~11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Applicable Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins, fees or prepayments referenced in Section 4.18(a) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 4.18(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Applicable Borrower, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than (x) in the case of any Extended Tranche relating to Loans denominated in Dollars under the Term Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under theor the Closing Date Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans denominated in Canadian Dollars under the 2024 Canadian Revolving Facility or the Closing Date Revolving Credit Facility hereunder, in an amount less than C$50,000,000 and shall be in integral multiples of C$25,000,000 in excess thereof; provided, that no Extension Amendment may provide for any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches. It is understood and agreed that each Lender has consented to each amendment to this Agreement and the other Loan Documents authorized by this Section 4.18 and the arrangements described above in connection therewith for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing~~consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 4.18 and the arrangements described above in connection therewith. In connection with any Extension Amendment, ~~rounding and other adjustments and to ensure reasonable administrative management of~~ the ~~credit facilities hereunder after giving effect to such Extension Request)~~Applicable Borrower shall, if ~~any, as may be established by, or acceptable to,~~ requested by the Administrative Agent, deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with Section 4.18(a) (an “Extension Date”), in the case of the Specified Existing Tranche of each ~~case acting reasonably~~ Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date) and (B) if, on any Extension Date, any Revolving Facility Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Applicable Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 11.6 (with the assignment fee and any other costs and expenses to be paid by the Applicable Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided, that neither the Administrative Agent nor any Lender shall have any obligation to the Applicable Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Applicable Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption or (B) prepay the Loans and, at the Applicable Borrower’s option, if applicable, terminate the Commitments of such Non-Extending Lender, in whole or in part, subject to Section 4.11, without premium or penalty. In connection with any such replacement under this Section 4.18, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all obligations of the Applicable Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date without any action on the part of such Non-Extending Lender and the Assignment and Assumption executed by the replacement Lender shall be effective for the purposes of this Section 24.18. (f) This Section 4.18 shall supersede any provisions in Section 4.8 or Section 11.1 to the contrary. (g) No amendment, conversion or exchange of Loans pursuant to any Extension Amendment in accordance with Section 4.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

Appears in 1 contract

Sources: First Amendment Agreement (OPENLANE, Inc.)

Extension Amendments. (a) ~~The Borrower may at any time and from time~~ Notwithstanding anything to ~~time request that all or a portion~~the contrary in this Agreement, ~~including~~ pursuant to one or more ~~Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request~~ offers (each, an “~~Existing Tranche” and~~ Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class or Commitments of any Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such ~~Tranche~~Class) and on the same terms to each such Lender, the ~~“Existing Loans”) be converted~~ Borrower is hereby permitted to consummate transactions with any individual Lender who accepts the terms contained in the relevant Extension Offer to extend the ~~termination~~ maturity date ~~thereof and the scheduled maturity date(s)~~ of ~~any payment of principal with respect to~~ all or a portion of ~~any~~ such ~~Existing Tranche~~ Lender’s Loans and/or Commitments of such Class and otherwise modify the terms of all or a portion of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (~~any~~ including by increasing the interest rate or fees payable in respect of such ~~Existing Tranche which has been so extended~~Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule, if any, in respect of such Loans) (each, an “Extension”); it being understood that any Extended ~~Tranche”~~ Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) [reserved]; (ii) except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer), (B) terms applicable to such Extended Term Loans that are more favorable to the lenders or the agent of such ~~Tranche~~Extended Term Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Term Lenders or, ~~the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche~~as applicable, ~~the Borrower shall provide a notice to~~ the Administrative Agent ~~(who shall provide a copy of such notice~~ pursuant to ~~each of the Lenders of~~ the applicable ~~Existing Tranche) (an “~~Extension ~~Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause~~ Amendment and (C) ~~below) shall be (taken as a whole) substantially similar to,~~ any covenant or ~~(taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case,~~ other ~~than terms~~ provision applicable only to periods after the Latest Maturity Date (in each case, as of the ~~Existing~~ date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”) shall have substantially consistent terms (or terms not less favorable to ~~those applicable~~ existing Lenders) as the tranche of Term Loans subject to the ~~Existing Tranche from which they are to be extended~~ relevant Extension Offer; (~~the “Specified Existing Tranche”), except (w~~iii) ~~all or any of~~ the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result date of any Extended ~~Tranche) which have more~~ Term Loans may be no earlier than ~~three~~ the Latest Maturity Date (~~3) different scheduled final maturity dates at any time,~~ as determined as of the date of such Extension); (~~x)(A~~iv) the ~~interest margins with respect~~ weighted average life to ~~the~~ maturity of any Extended ~~Tranche may~~ Term Loans shall be ~~higher or lower~~ no shorter than the ~~interest margins for~~ remaining weighted average life to maturity of any then-existing Term Loans; (v) subject to clauses (iii) and (iv) above, any Extended Term Loans may otherwise have an amortization schedule as determined by the ~~Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing~~ Borrower and ~~fees may be payable to~~ the Lenders providing such Extended ~~Tranche in addition to or in lieu of~~ Term Loans; (vi) any ~~increased margins contemplated by the preceding clause~~ Extended Term Loans may participate (A~~), (y~~) ~~the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche~~ in any voluntary prepayment of Term Loans as set forth in Section 2.12(a) and (zB) ~~the provisions for optional and~~ in any mandatory ~~prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche~~prepayment of Term Loans as set forth in Section 2.12(c), in each ~~case~~ case, to the extent provided in such Sections; (vii) if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant Extension Offer exceed the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed the applicable Lender’s actual holdings of record) with respect to which such Lenders have accepted such Extension ~~Amendment~~Offer; (viii) unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $5,000,000 or a larger multiple of $1,000,000; (ix) any applicable Minimum Extension Condition must be satisfied or waived by the Borrower; and (x) any documentation in respect of any Extension shall be consistent with the foregoing. (i) No Extension consummated in reliance on this Section shall constitute a voluntary or mandatory prepayment for purposes of Section 2.12, (ii) [reserved] and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided ~~that, notwithstanding anything~~ that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to the ~~contrary in this Section 2.21 or otherwise,~~ consummation of any Extension that a minimum amount (~~1) such Extended Tranche shall not be, (y)~~ to be specified in the ~~case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z)~~ relevant Extension Offer in the ~~case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2~~Borrower’s sole discretion) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments (as applicable) of any or all applicable tranches be tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, the payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.12 and/or 2.19) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section. (c) Subject to any consent required under clause (a)(xi) above, no consent of any Lender or the ~~Extended Tranches~~ Administrative Agent shall be ~~made~~ required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments of any Class (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by Liens on the Collateral and guaranteed on a ~~pro rata~~ pari passu basis with all other ~~outstanding~~ applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any amendments to any of the other Loan Documents with the Loan Parties and the Lenders agreeing to such Extension as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or Commitments ~~respectively; provided that Extended Loans may, if~~ so extended and such technical amendments as may be necessary or appropriate in the ~~Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4)~~ reasonable opinion of the ~~final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than~~Administrative Agent, the ~~applicable Specified Existing Tranche~~Lenders agreeing to such Extension and the Borrower in connection with the establishment of such new Classes or sub-Classes, ~~(5)~~ in each ~~Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance~~ case on terms consistent with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such datethis Section. (bd) ~~The~~ In connection with any Extension, the Borrower shall provide the ~~applicable Extension Request~~ Administrative Agent at least ~~fifteen (15)~~ ten Business ~~Days~~ Days’ (or such shorter period as may be agreed by the Administrative ~~Agent in its sole discretion~~Agent) prior ~~to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after ~~giving effect to~~ such ~~Extension Request~~Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2~~Section.

Appears in 1 contract

Sources: Credit Agreement (Eventbrite, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended ~~Loans), in each case existing at the time of such request (each,~~ Loans under an “Existing Tranche~~” and the Loans of any such Tranche, the “Existing Loans”~~) be converted to extend the termination date thereof and ~~the~~ scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any ~~such~~ principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section ~~2.21~~2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches ~~may~~ shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21~~ 2.25 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended ~~Tranches~~ Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to ~~Loans~~ Initial Revolving Commitments and ~~Commitments hereunder~~ 2020 Revolving Commitments, as applicable, set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as ~~may be agreed by~~ the Administrative Agent may agree in its ~~sole~~ 1005940296v112 reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower)~~, if any, as may~~ . The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in Section 2.25(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.25(c) and notwithstanding anything to the contrary set forth in Section 10.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 10.08 to any Section 2.25 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.25 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.25 Additional Amendments do not become effective prior to the time that such Section 2.25 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, the Borrower and other parties (if any) as may be required in order for such Section 2.25 Additional Amendments to become effective in accordance with Section 10.08; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Tranches on a pro rata basis after the occurrence of an acceleration of the Loans. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish the purposes of~~ consent to each amendment to this ~~Section 2.~~Agreement 1005940296v112

Appears in 1 contract

Sources: Credit Agreement (Warner Music Group Corp.)

Extension Amendments. (a) ~~The~~ So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a ~~portion~~portion of any Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Borrower (such Revolving Credit Commitments, ~~including one or more Tranches of~~ the ~~Loans (including any Extended~~ “Original Revolving Credit Commitments”, collectively with the Original Term Loans~~), in each case existing at the time of such request (each~~, an “~~Existing Tranche” and the Loans of any such Tranche, the “Existing Loans~~Original Class”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”); provided that, with the consent of the Administrative Agent, the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, may be designated as part of an existing Class of Loans. ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Class, the Borrower shall ~~provide~~ appoint a ~~notice~~ Person that is a financial institution or Affiliate thereof to arrange the Extended Term Loans or Extended Revolving Credit Commitments (who may be (i) the Administrative ~~Agent~~ Agent, or (~~who~~ ii) any other Person appointed by the Borrower in consultation with the Administrative Agent) (the “Extension Arranger”). The Extension Arranger shall provide a copy of such notice to each Lender who has Loans or Commitments of the ~~Lenders of~~ Original Class and the Administrative Agent in such form as approved from time to time by the Borrower and the applicable ~~Existing Tranche)~~ Extension Arranger (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Class, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of the ~~final maturity dates of such~~ Extended ~~Tranches~~ Class may be delayed to ~~later dates~~ a date after the Maturity Date of the Original Class, (x) Extended Term Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Term Loans; provided that at the Weighted Average Life to Maturity of such Extended Term Loans shall be no ~~time shall there be Revolving Commitments (including as a result~~ shorter than the Weighted Average Life to Maturity of ~~any Extended Tranche)~~ the Original Term Loans from which ~~have more than three (3) different scheduled final maturity dates at any time~~they were converted, (~~x)(A~~y) ~~the interest margins~~ All-In Yield with respect to any Loans or Commitments of the Extended ~~Tranche~~ Class may be higher or lower than the All-In Yield with respect to any Loans or Commitments of the Original Class and (z) (A) the Extended Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans and (B) the Extended Revolving Credit Commitments (i) shall provide that the borrowing and repayment (except for (A) payments of interest ~~margins for the Specified Existing Tranche~~and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the ~~prepayment terms may be different and/or~~ Maturity Date of the Extended Revolving Credit Commitments and (C) ~~additional pricing~~ repayment made in connection with a permanent repayment and ~~fees may be payable~~ termination of commitments (subject to ~~the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding~~ clause (Aii) below)~~, (y~~) ~~the commitment fee, if any,~~ of Loans with respect to Extended Revolving Credit Commitments after the associated Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches Facility Closing Date shall be made on a pro rata basis ~~with all other outstanding Loans~~ or ~~Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a~~ less than pro rata basis in (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Extended Facility Closing Date and (ii) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Extended Revolving Credit Commitments after the associated Extended Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments. In addition to any ~~mandatory prepayment~~ other terms and changes required or ~~commitment reductions hereunder~~permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Term Loans to reduce each scheduled installment for such Non-Extended Term Loans to an aggregate amount equal to the product of (4A) the ~~final maturity~~ original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Loans and (C) the denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended ~~Tranche~~ Term Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Term Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Term Loans ~~or, if applicable, commitments of any Existing Tranche~~ or Original Revolving Credit Commitments converted into an Extended ~~Tranche~~ Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least fifteen (15) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.

Appears in 1 contract

Sources: Credit Agreement (Altice USA, Inc.)

Extension Amendments. (a) ~~The~~ So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a ~~portion, including one or more Tranches of the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans~~ portion of any Class of Loans then outstanding selected by the Borrower (such ~~Tranche~~series, the “~~Existing~~ Original Loans”) be converted to extend the ~~termination~~ maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms ~~consistent with~~ permitted by this Section ~~2.21~~2.23 (any portion thereof that have been so extended, the “Extended Loans” and the remainder not so extended, the “Non-Extended Loans”). ~~In order~~ Prior to ~~establish~~ entering into any ~~Extended Tranche~~Extension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the ~~Lenders of~~ Borrower and the ~~applicable Existing Tranche)~~ Administrative Agent (each, an “Extension Request”) setting forth the ~~proposed~~ terms of the proposed Extended ~~Tranche to be established~~Loans, as applicable, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the ~~Existing Tranche from which they are to be extended (the “Specified Existing Tranche”)~~Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) ~~all or any~~ the maturity date of ~~the final maturity dates of such~~ Extended ~~Tranches~~ Loans may be delayed to ~~later dates~~ a date after the Maturity Date, (x) Extended Loans may have different amortization payments than the ~~final maturity dates of the Specified Existing Tranche~~Original Loans; provided that at the Weighted Average Life to Maturity of such Extended Loans shall be no ~~time shall there be Revolving Commitments~~ shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y) the ~~interest margins with respect to~~ initial yield (including, without limitation, margins, fees and premiums) of the Extended ~~Tranche~~ Loans may be higher or lower than the initial yield (including, without limitation, margins, fees and premiums) of the Original Loans; provided, however, that if the initial yield on such Extended Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO Rate on such Extended Loans (taking into account any interest ~~margins~~ rate floors with respect to such Extended Loans) and (y) if the Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such fee, expressed as a percentage of the Extended Loans, being referred to herein as the “Extension Fee”), the amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the sum of the Applicable Margin above the Adjusted LIBO Rate (taking into account any interest rate floors) then in effect for the ~~Specified Existing Tranche~~Original Loans, and (B) the ~~prepayment terms may be different and/or~~ amount of OID (Cexpressed as a percentage of the Original Loans) ~~additional pricing and fees may be payable~~ with respect to the ~~Lenders providing~~ Original Loans divided by four, by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended ~~Tranche in~~ Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms and changes required or ~~in lieu~~ permitted by this Section 2.23, each Extension Amendment establishing a Class of ~~any increased margins contemplated~~ Extended Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Loans to reduce each scheduled installment for such Non-Extended Loans to an aggregate amount equal to the product of (1) the original aggregate amount of such installment with respect to the Original Loans, multiplied by (2) a fraction, the ~~preceding clause (A),~~ numerator of which is the aggregate principal amount of such related Non-Extended Loans and (y) the ~~commitment fee, if any,~~ denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to ~~the~~ any individual Non-Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche Loan shall not be ~~earlier than, and if such Extended Tranche is~~ reduced as a ~~term facility, shall not have a Weighted Average Life to Maturity shorter than,~~ result thereof without the ~~applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share~~ consent of the ~~Specified Existing Tranche and (6) assignments and participations~~ holder of such individual Non-Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04~~Loan). No Lender shall have any obligation to agree to have any of its ~~Existing~~ Original Loans ~~or, if applicable, commitments of any Existing Tranche~~ converted into an Extended ~~Tranche~~ Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ seven Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which ~~Lenders under~~ the applicable ~~Existing Tranche or Existing Tranches~~ Lenders are requested to ~~respond~~respond (or such later date as the Administrative Agent may agree). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Original Loans converted into Extended Loans shall notify the Administrative Agent (such notice to be in such form as approved from time to time by the Borrower and the Administrative Agent) (each, ~~and~~ an “Extension Election”) on or prior to the date specified in such Extension Request (which shall ~~agree~~ in any event be no less than three Business Days prior to the effectiveness of the applicable Extension Amendment) of the amount of its Original Loans that it has elected to convert into Extended Loans. In the event that the aggregate amount of the applicable Original Loans subject to Extension Elections exceeds the amount of the applicable Extended Loans requested pursuant to the Extension Request, the applicable Original Loans subject to such ~~procedures (including regarding timing, rounding and other adjustments and~~ Extension Elections shall be converted to ~~ensure reasonable administrative management~~ Extended Loans on a pro rata basis based on the amount of the ~~credit facilities hereunder~~ applicable Original Loans included in each such Extension Election. (c) Subject to the requirements of this Section 2.23, so long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date that such ~~Extension Request~~Extended Loans are established), ~~if any, as~~ Extended Loans may be established bypursuant to a supplement (which shall set forth the effective date of such extension) to this Agreement (which, ~~or acceptable to~~except to the extent otherwise expressly contemplated by this Section 2.23(c), shall require the consent only of the Lenders who elect to make the Extended Loans established thereby) in such form as approved from time to time by the Borrower and the Administrative Agent in the reasonable exercise of its discretion (each, an “Extension Amendment”) executed by the Loan Parties, the Administrative ~~Agent,~~ Agent and the Extending Lenders. Any Extension Amendment may provide for additional terms (other than those referred to or contemplated in ~~each case acting reasonably to accomplish the purposes of~~ this Section 2.2.23 or in the form of the Extension Request or Extension Amendment (each, a “Section 2.23

Appears in 1 contract

Sources: Fourth Amendment Agreement (Supervalu Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21; provided that any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of Loans); it being understood that each Lender under the applicable Tranche or Tranches that are being requested to extend shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such Tranche or Tranches. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on such date.Extension (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this ~~Section 2.~~Section

Appears in 1 contract

Sources: Credit Agreement (Par Technology Corp)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided ~~that,~~ that notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the Multicurrency Swingline Lenders and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Borrowers, Guarantors and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with Section 12.1; provided, further, that no Extension Amendment may provide for (i) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Borrower or Guarantor that does not also secure the Existing Tranches and (ii) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Commitments or Extended Loans). It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.6

Appears in 1 contract

Sources: Credit Agreement (Herc Holdings Inc)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the Loans (including any Extended Loans), in each case existing at the time of such request (~~each~~each such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof ~~and~~ and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such ~~Tranche~~Tranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this Section 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms (other than as provided in clause (C) below) shall be either (taken as a whole), at the option of the Borrower and except with respect to provisions applicable only to periods after the applicable Latest Maturity Date, (A) reflect market terms and conditions (taken as a whole) ~~substantially similar to~~at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith) or are reasonably satisfactory to the Administrative Agent or (B) are not materially more restrictive to Holdings and its Restricted Subsidiaries (when taken as a whole) ~~no more favorable (as reasonably determined by the Borrower)~~ than those applicable to the ~~Lenders providing the~~ Loans ~~that~~ are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) (when taken as a whole) (it being understood that (A) to the extent any such more restrictive term is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such more restrictive term is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement); provided, further, that a certificate delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this Section 2.21(a), shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.21(a) unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), except notwithstanding anything to the contrary, (w) ~~all or any of~~ the final maturity ~~dates~~ date of ~~such~~ the Extended ~~Tranches~~ Tranche may be ~~delayed to~~ later ~~dates~~ than the final maturity ~~dates~~ date of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (x)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing ~~such~~ the Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) ~~such~~ the Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount) and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $~~1,000,000~~1,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount), (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, ~~and~~ and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the final maturity of the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same assignment and participation provisions applicable to Loans and Commitments hereunder as set forth in Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing Tranches, from any other Existing Tranches, and from any other Extended Tranches so established on or after such date. (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen~~ five (155) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it elects to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. The Borrower may condition the effectiveness of any Extension Amendment on acceptance of such Extension by a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes, which may be waived by the Borrower in its sole discretion. (c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, amortization, interest margins, fees or prepayments or, subject to clause (a) of this Section 2.21, any other provisions, and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.21(c) and notwithstanding anything to the contrary set forth in Section 10.02, shall ~~agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ not require the consent of the ~~credit facilities hereunder after giving effect~~ Administrative Agent (except to ~~such Extension Request), if any, as may be established by~~the extent affecting the rights and duties of, or ~~acceptable~~ any fees or other amounts payable to, the Administrative Agent) or any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, and the Extending Lenders. It is understood and agreed that each Lender and (except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) the Administrative Agent have consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.21 and the arrangements described above in connection therewith. This Section 2.21(c) shall supersede any provisions in Section 10.02 to the contrary. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each ~~case acting reasonably~~ Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to ~~accomplish~~ the ~~purposes~~ aggregate principal amount of such Specified Existing Tranche so converted by such Lender into an Extended Tranche or Extended Tranches on such date, and such Extended Tranche or Extended Tranches shall be established as a separate Tranche or Tranches from the Specified Existing Tranche and from any other Existing Tranches and any other Extended Tranches so established on or after such date, and (B) if, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Specified Existing Tranches, such loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s applicable Specified Existing Tranches to the applicable Extended Tranches so converted by such Lender on such date. (e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (A) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.04 all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Loans and/or a commitment on the terms set forth in such Extension Amendment; and provided, further, that all Obligations (other than contingent indemnity obligations, unasserted expense reimbursement obligations, and Letters of Credit that have been (i) cash collateralized in accordance with the terms of this Agreement, (ii) backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or (iii) rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full at par to such Non-Extending Lender concurrently with such Assignment and Assumption by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) or (B) prepay the Loans and all other Obligations owing to and, at the Borrower’s option, if applicable, terminate the Commitments of, such Non-Extending Lender, in whole or in part, subject to breakage costs, without premium or penalty. In connection with any such replacement under this Section 22.21, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all Obligations (other than contingent indemnity obligations, unasserted expense reimbursement obligations, and Letters of Credit that have been (i) cash collateralized in accordance with the terms of this Agreement, (ii) backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or (iii) rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank) of the Borrower owing to the Non-Extending Lender relating to the Loans and participations so assigned shall be paid in full in cash to such Non-Extending Lender by the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender. This Section 2.21(e) shall supersede any provisions in Section 10.02 to the contrary.

Appears in 1 contract

Sources: First Lien Credit Agreement (Allvue Systems Holdings, Inc.)

Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of any commitments or the Loans (including any Extended Loans), in each ~~case~~ existing at the time of such request (each, an “Existing Tranche” and the Loans of ~~any~~ such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any ~~such~~ principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.6. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing Tranche from which they are to be ~~extended~~ converted (the “Specified Existing Tranche”), ) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche~~; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~, (~~x)(A~~y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Tranche and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing ~~Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended~~ Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.6 or otherwise, ~~(1) such~~ no Extended Loans may be optionally prepaid, and no Commitment under the corresponding Extended Tranche ~~shall not be~~may be permanently reduced, prior to the date on which all Loans (yand applicable Commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche ~~and (6) assignments and participations of~~ from which such Extended ~~Tranches shall be governed by the same assignment and participation provisions applicable to~~ Loans and applicable Commitments ~~hereunder as set forth~~ were converted are repaid (and terminated) in ~~Section 10.04~~full, unless such optional prepayment is accompanied by an at least pro rata prepayment (and corresponding reduction) of Loans and applicable Commitments of the Specified Existing Tranche from which such Extended Loans were converted. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans (and, if applicable, commitments) from the Specified Existing ~~Tranches,~~ Tranches and from any other Existing ~~Tranches, and from~~ Tranches (together with any other Extended Tranches so established on such date). (b) The Borrower shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond~~, and~~ . Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall ~~agree~~ notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such ~~procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management~~ Extension Request of the ~~credit facilities hereunder after giving effect~~ amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension ~~Request), if any, as may~~ Election. (c) Extended Tranches shall be established bypursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or ~~acceptable to~~fees referenced in subsection 2.6(a) clauses (x) to (z) and which, except to the extent expressly contemplated by the penultimate sentence of this subsection 2.6(c) and notwithstanding anything to the contrary set forth in subsection 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Tranche in an aggregate principal amount that is less than $200,000,000. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of subsection 10.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.6 Additional Amendments to become effective in accordance with subsection 10.1; provided, further, that no Extension Amendment may provide for (a) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches and (b) with respect to Extended Loans that are Term Loans, so long as any Loans of the Specified Existing Tranche from which such Extended Loans were converted are outstanding, any mandatory prepayment provisions that do not also apply to such Specified Existing Tranche on a pro rata basis. It is understood and agreed that each ~~case acting reasonably~~ Lender has consented for all purposes requiring its consent, and shall at the effective time thereof be deemed to ~~accomplish~~ consent to each amendment to this Agreement and the ~~purposes~~ other Loan Documents authorized by this subsection 2.6 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of ~~this~~ any Lender to the terms of any Section 2.2.6

Appears in 1 contract

Sources: Credit Agreement (Great North Imports, LLC)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.6; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x)(A~~y)(A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided ~~that,~~ that notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.6, (1I) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6II) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.4 and Swingline Loans under Section 2.3, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, the Multicurrency Swingline Lenders and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.6(a), clauses (x) and (y), and ~~shall agree~~ which, except to ~~such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of~~ the ~~credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to,~~ extent expressly contemplated by the ~~Administrative Agent, in each case acting reasonably to accomplish the purposes~~ penultimate sentence of this Section 2.2.6(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.6 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.6 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.6 Additional Amendments do not become effective prior to the time that such Section 2.6 Additional Amendments have been consented to (including pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Borrowers, Guarantors and other

Appears in 1 contract

Sources: Credit Agreement (Herc Holdings Inc)

Extension Amendments. (a) The ~~Borrower~~ applicable Borrowers may at any time and from time to time request that all or a ~~portion, including one or more Tranches~~ portion of the ~~Loans~~ U.S. Revolving Credit Commitments and/or Canadian Revolving Credit Commitments (including any Extended ~~Loans~~Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Commitment” and ~~the~~ any related Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing ~~Tranche~~ Commitments (any such Existing ~~Tranche~~ Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Commitments” and ~~the Loans of such Tranche~~any related Existing Loans, ~~the~~ “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this Section ~~2.21~~2.7; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the applicable Borrowers. In order to establish any Extended ~~Tranche~~Commitments, the ~~Borrower~~ Borrowers’ Agent shall provide a notice to the ~~Administrative~~ Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms ~~(other than as provided in clause (C) below)~~ of the Extended Commitments to be established pursuant to an Extension Request shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be Revolving~~ Commitments and (~~including as a result of any Extended Tranche~~y) ~~which have more than three~~ (~~3) different scheduled final maturity dates at any time, (x)(A~~A) the interest margins with respect to the Extended ~~Tranche~~ Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section ~~2.21 or otherwise~~2.7, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) ~~in the case~~ of Loans with respect to any Extended ~~Tranche relating to Term Loans, in an amount less than $5,000,000~~ Commitments and ~~(z) in the case of any~~ Non-Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments ~~under the Extended Tranches~~ shall be made on a pro rata basis with all such other outstanding ~~Loans or~~ Extended Commitments ~~respectively; provided that~~ and Non-Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Commitments, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to relevant Commitments and the Revolving Loans ~~and~~ related to such Commitments ~~hereunder as~~ set forth in Section ~~10.04~~12.2, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans ~~or, if applicable, commitments~~ or Existing Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Loans or Extended Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Commitments shall constitute a separate ~~Tranche~~ class of ~~Loans (and, if applicable, commitments)~~ Commitments from the Specified Existing ~~Tranches,~~ Commitments and from any other Existing ~~Tranches, and from~~ Commitments (together with any other Extended ~~Tranches~~ Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of U.S. Revolving Credit Commitments and/or Canadian Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment. (b) The ~~Borrower~~ Borrowers’ Agent shall provide the applicable Extension Request at least ~~fifteen (15)~~ 10 Business Days (or such shorter period as may be agreed to by the ~~Administrative Agent in its sole discretion~~Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Commitments converted into Extended Commitments shall notify the Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Commitments that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Specified Existing Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, the Specified Existing Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Specified Existing Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all relevant Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.5 and Swingline Loans under Section 2.4, except that the applicable Extension Amendment may provide that the maturity date for Swingline Loans and/or Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the U.S. Swingline Lender, Canadian Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in Section 2.7(a) clauses (x) and (y) and which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.7(c) and notwithstanding anything to the contrary set forth in Section 12.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Borrowers, the Guarantors, the Agent and the Extending Lenders. Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 12.1 to any Section 2.7 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.7 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.7 Additional Amendments do not become effective prior to the time that such Section 2.7 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Borrowers, Guarantors and other parties (if any) as may be required in order for such Section 2.7 Additional Amendments to become effective in accordance with Section 12.1; provided, further, that no Extension Amendment may provide for (a) any Extended Commitment or Extended Loans to be secured by any Collateral or other assets of any Borrower or Guarantor that does not also secure the Existing Tranches and (b) so long as any Existing Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Tranches (other than Existing Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which may be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Tranches than such Extended Commitments or Extended Loans). It is understood and agreed that each Lender has consented for all purposes requiring its consent, and shall ~~agree~~ at the effective time thereof be deemed to ~~such procedures (including regarding timing, rounding~~ consent to each amendment to this Agreement and the other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to such Extension Request), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of Loan Documents authorized by this Section 2.2.7 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.7

Appears in 1 contract

Sources: Credit Agreement (United Rentals North America Inc)

Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more ~~Tranches~~ Tranches, of the ~~Loans~~ Revolving Commitments (including any Extended ~~Loans~~Revolving Commitments), in each ~~case~~ existing at the time of such request (each, an “Existing ~~Tranche~~Revolving Commitment” and ~~the~~ any related Revolving Loans ~~of any such Tranche~~thereunder, ~~the~~ “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of Existing Revolving Loans related to such Existing ~~Tranche~~ Revolving Commitments (any such Existing ~~Tranche~~ Revolving Commitments which ~~has~~ have been so extended, an “Extended ~~Tranche~~Revolving Commitments” and ~~the Loans of such Tranche~~any related Existing Revolving Loans, ~~the~~ “Extended Revolving Loans”) and to provide for other terms consistent with this ~~Section 2.21~~subsection 2.5. In order to establish any Extended ~~Tranche~~Revolving Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended ~~Tranche~~ Revolving Commitments to be established, which terms ~~(other than as provided in clause (C) below)~~ shall be (taken as a whole) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Existing Loans) identical to those applicable to the Existing ~~Tranche~~ Revolving Commitments from which they are to be extended (the “Specified Existing ~~Tranche~~Revolving Commitment”), ) except (wx) all or any of the final maturity dates of such Extended ~~Tranches~~ Revolving Commitments may be delayed to later dates than the final maturity dates of the Specified Existing ~~Tranche; provided that at no time shall there be~~ Revolving ~~Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time~~Commitments, (~~x)(A~~y) (A) the interest margins with respect to the Extended ~~Tranche~~ Revolving Commitments may be higher or lower than the interest margins for the Specified Existing ~~Tranche,~~ Revolving Commitments and/or (B) ~~the prepayment terms may be different and/or (C)~~ additional ~~pricing and~~ fees may be payable to the Lenders providing such Extended ~~Tranche~~ Revolving Commitments in addition to or in lieu of any increased margins contemplated by the preceding clause (A), ) and (yz) the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage with respect to the Extended ~~Tranche~~ Revolving Commitments may be higher or lower than the ~~commitment fee, if any,~~ Applicable Commitment Fee Percentage for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended TrancheRevolving Commitment, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this ~~Section 2.21~~ subsection 2.5 or otherwise, (1) ~~such Extended Tranche shall not be,~~ the borrowing and repayment (yother than in connection with a permanent repayment and termination of commitments) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or with respect to any Revolving Commitments ~~under the~~ (including all Extended ~~Tranches~~ Revolving Commitments) shall be made on a pro rata basis with all other outstanding ~~Loans or~~ Revolving Commitments ~~respectively; provided that~~ (including all Extended ~~Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder~~Revolving Commitments), (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (62) assignments and participations of Extended ~~Tranches~~ Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and the Revolving Loans ~~and~~ related to such Revolving Commitments ~~hereunder as~~ set forth in ~~Section 10.04~~subsection 10.6 and (3) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Revolving Commitments (including Extended Revolving Commitments) and Revolving Loans (including Extended Revolving Loans) related to such earlier maturing Revolving Commitments (including Extended Revolving Commitments) (or all earlier maturing Revolving Commitments (including Extended Revolving Commitments) and Revolving Loans (including Extended Revolving Loans) related to such Revolving Commitments (including Extended Revolving Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Revolving Loans ~~or, if applicable, commitments~~ or Existing Revolving Commitments of any Existing Tranche converted into an Extended ~~Tranche~~ Revolving Loans or Extended Revolving Commitments pursuant to any Extension Request. Any Extended ~~Tranche~~ Revolving Commitments shall constitute a separate Tranche of ~~Loans (and, if applicable, commitments)~~ Revolving Commitments from the Specified Existing ~~Tranches,~~ Revolving Commitments and from any other Existing ~~Tranches, and from~~ Revolving Commitments (together with any other Extended ~~Tranches~~ Revolving Commitments so established on such date). (b) The Parent Borrower shall provide the applicable Extension Request at least ~~fifteen~~ ten (1510) Business Days ~~(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)~~ prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Revolving Commitments converted into Extended Revolving Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Revolving Commitments that it has elected to convert into Extended Revolving Commitments. In the event that the aggregate amount of Specified Existing Revolving Commitments subject to Extension Elections exceeds the amount of Extended Revolving Commitments requested pursuant to the Extension Request, the Specified Existing Revolving Commitments subject to Extension Elections shall be converted to Extended Revolving Commitments on a pro rata basis based on the amount of Specified Existing Revolving Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically to all Revolving Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under subsection 2.6 and ~~shall agree~~ Swing Line Loans under subsection 2.7, except that the applicable Extension Amendment may provide that the maturity date for Swing Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have consented to such ~~procedures~~ extensions in their sole discretion (~~including regarding timing, rounding and~~ it being understood that no consent of any other ~~adjustments and to ensure reasonable administrative management of the credit facilities hereunder after giving effect to~~ Lender shall be required in connection with any such ~~Extension Request~~extension)~~, if any, as may~~ . (c) Extended Revolving Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in subsection 2.5(a) clauses (x) to (z) and which, except to the extent expressly contemplated by~~, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.~~

Appears in 1 contract

Sources: Revolving Credit Agreement (Servicemaster Co)

Common use of Extension Amendments Clause in Contracts