Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22. (b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 4 contracts
Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Holding Co)
Extension of Maturity Date. (a) The Borrower Company may, by delivering sending an Extension Request Letter to the Administrative Agent CBNA (who in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days in advance prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of such Existing the Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)then in effect. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent CBNA given not later more than the date that is the 20th day 20 days after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”)Letter, advise the Administrative Agent CBNA in writing whether or not such Lender agrees to the requested extension. Each such extension (each Lender that so advises the Administrative Agent CBNA that it will not extend the Existing Maturity Date is Date, being referred to herein as a “Non-extending Lender”); provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension CBNA by the Response Date and any Lender that is a Defaulting Lender on 20th day after the Response Date date of the Extension Letter shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, If Lenders holding Commitments that aggregate more than 50% or more of the Aggregate Commitment total Commitments on the 20th day after the date of the Extension Letter shall constitute Non-extending Lendersnot have agreed to extend the Maturity Date, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, payable on such Maturity Date.
(ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments shall terminate, on the Existing 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
(c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.
Appears in 4 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Extension of Maturity Date. (a) The Borrower Company may, by delivering sending an Extension Request Letter to the Administrative Agent CNAI (who in which case CNAI shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days in advance prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Closing Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of such Existing the Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)then in effect. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent CNAI given not later more than the date that is the 20th day 20 days after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”)Letter, advise the Administrative Agent CNAI in writing whether or not such Lender agrees to the requested extension. Each such extension (each Lender that so advises the Administrative Agent CNAI that it will not extend the Existing Maturity Date is Date, being referred to herein as a “Non-extending Lender”); provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension CNAI by the Response Date and any Lender that is a Defaulting Lender on 20th day after the Response Date date of the Extension Letter shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, If Lenders holding Commitments that aggregate 50at least 51% or more of the Aggregate Commitment total Commitments on the 20th day after the date of the Extension Letter shall constitute Non-extending Lendersnot have agreed to extend the Maturity Date, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, payable on such Maturity Date.
(ii) If (and only if) Lenders holding Commitments that aggregate at least 51% of the total Commitments shall terminate, on the Existing 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
(c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CNAI and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CNAI shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.
Appears in 3 contracts
Sources: Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Extension of Maturity Date. On any Business Day occurring at least thirty (a30) The Borrower may, by delivering an Extension Request calendar days but no more than sixty (60) calendar days prior to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Stated Maturity Date then in effect, a Responsible Officer of Borrowers may submit to Administrative Agent, on behalf of such Borrowers and in accordance with Section 11.4, a written request (an “Extension Request”) to extend the Stated Maturity Date then in effect at to a date occurring three hundred sixty-four (364) days after such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Stated Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension Submission by the Response Date and any Lender that is a Defaulting Lender on the Response Date Borrowers of an Extension Request shall be deemed to be a Non-extending Lenderrestatement in all material respects of each representation and warranty made by such Borrowers in Section 7 as of the date of such Extension Request. The Upon receipt of an Extension Request, Administrative Agent and each Lender shall determine, in its sole discretion, whether to consent to such Extension Request. If such consent is granted by Administrative Agent and the Lenders, (a) Administrative Agent shall notify provide such requesting Borrowers with notice of Administrative Agent’s and such Lenders’ consent to such Extension Request; (b) as of the Borrowerdate of such Extension Notice, all references to the Stated Maturity Date in writingthis Credit Agreement shall be deemed to be references to the Stated Maturity Date as extended by the Extension Request; (c) if the Extension Notice indicates that either such term is to be amended, as of the date of such Extension Notice, each of the definitions of the terms “Applicable Rate” and “Unused Commitment Fee” appearing in Section 1.1 shall be deleted and replaced in its entirety with the new definition for such term set forth in the Extension Notice; and (d) within five (5) Business Days of the applicable Borrowers’ receipt of the Extension Notice, such Borrowers shall pay an extension fee to Administrative Agent for the benefit of the Lenders in an amount equal to 25 basis points (0.25%) of each such Lender’s Commitment as of the date on which such Borrowers receive such Extension Notice. If Administrative Agent, acting on behalf of the Lenders, does not provide the applicable Borrowers with notice of its and the Lenders’ elections promptly following consent to an Extension Request on or prior to the Response Date. The election of any Lender Stated Maturity Date then in effect, such Extension Request shall be deemed to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made been denied by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing such Stated Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder such Borrowers shall not be payable, permitted to submit any subsequent Extension Requests. If Administrative Agent and the Commitments shall terminateLenders consent to the applicable Borrowers’ initial Extension Request, on the Existing Maturity Date in effect prior to such extensionBorrowers may submit no more than one (1) subsequent Extension Request.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (Golub Capital BDC 3, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 3, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 3, Inc.)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent (such notice being an “Extension Notice”) given not at any time, from time to time but in any event, no later than 45 days prior to the date that is the 20th day after Maturity Date then in effect (the date of the Extension Request, or if such date is not a Business Daynotice, the immediately following Business Day (the “Response Notice Date”), advise request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Notice (the “Extended Maturity Date”). The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Administrative Agent in writing whether or not it wishes to extend the then applicable Maturity Date no later than twenty days after the Notice Date, and any such notice given by a Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein Agent, once given, shall be irrevocable as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower of each Lender’s notice that it wishes to extend (each, an “Extension Acceptance Notice”). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower’s request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as “Continuing Lenders”, and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in writingtheir sole and absolute discretion) to so extend the Maturity Date, the Administrative Agent shall notify the Borrower of such election by such Required Lenders no later than five days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Borrower (the “Extension Date”), the Maturity Date shall be automatically and immediately so extended to the Extended Maturity Date. No extension will be permitted hereunder without the consent of the Lenders’ elections promptly following Required Lenders and in no event shall the Response period from the Extension Date to the Extended Maturity Date exceed five years. Upon the delivery of an Extension Notice and upon the extension of the Maturity Date pursuant to this Section 2.6, the Borrower shall be deemed to have represented and warranted on and as of the Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. The election of any Lender Notwithstanding anything contained in this Agreement to agree to such an extension shall not obligate any other Lender to so agreethe contrary, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by extend the Borrower for an extension of the Existing Maturity Date. The , and each Lender may at its option, unconditionally and without cause, decline to extend the Maturity Date may be extended no more than two times pursuant to this Section 2.22Date.
(b) If the Maturity Date shall have been extended in accordance with Section 2.6(a), all references herein to the “Maturity Date” shall refer to the Extended Maturity Date.
(ic) If, If any Lender shall determine not to extend the Maturity Date as requested by any Extension Notice given by the Response Borrower pursuant to Section 2.6(a), the Commitments of such Lender and its participation obligations under Sections 2.4(c) (except in respect of then outstanding Swingline Loans) and 2.5(c) (except in respect of unreimbursed drawings under Letters of Credit existing on the Maturity Date) shall terminate on the Maturity Date without giving any effect to such proposed extension, Lenders holding Commitments and the Borrower shall on such date pay to the Administrative Agent, for the account of such Lender, the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other amounts owing to such Lender under this Agreement; provided that aggregate 50% or more of if the Aggregate Commitment shall constitute Borrower has replaced such Non-extending LendersExtending Lender pursuant to Section 2.6(d) below, then the Existing provisions of Section 2.6(d) shall apply. The total Commitments under each Revolving Facility shall be reduced by the amount of the Commitment of such Non-Extending Lender under such Revolving Facility to the extent the Commitment of such Non-Extending Lender under such Revolving Facility has not been transferred to one or more Continuing Lenders pursuant to Section 2.6(d) below.
(d) A Non-Extending Lender shall be obligated, at the request of the Borrower and subject to payment by the Borrower to the Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other amounts owing to such Lender under this Agreement, to transfer without recourse, representation or warranty (other than good title to its Loans), Extending Lender, at any time prior to the Maturity Date applicable to such Non-Extending Lender, all of its rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate in the Commitments in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and the Administrative Agent shall have consented to such transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing Lender hereunder in replacement of the Non-Extending Lender, with the Maturity Date applicable to such Continuing Lender’s Commitments being the Extended Maturity Date, and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement. Simultaneously with such transfer, each such transferee shall execute and deliver to the Administrative Agent a written agreement assuming all obligations of the Lenders set forth in this Agreement, which agreement shall be reasonably satisfactory in form and substance to the Administrative Agent.
(e) If the Maturity Date shall not be have been extended and in respect of the outstanding principal balance Continuing Lenders in accordance with Section 2.6(a) any notice of all Loans and other amounts payable hereunder shall be payable, and borrowing pursuant to Section 2.3 or 2.4 specifying a borrowing date occurring after the Commitments shall terminate, on the Existing Maturity Date applicable to a Non-Extending Lender or requesting an Interest Period extending beyond such date (a) shall have no effect in effect prior to respect of such extensionNon-Extending Lender and (b) shall not specify a requested aggregate principal amount exceeding the total applicable Commitments.
Appears in 3 contracts
Sources: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering may request in writing that the Lenders extend the then-current Maturity Date for an Extension Request to additional one year (and the Administrative Agent (who shall promptly deliver a copy to each give the Lenders notice of any such request); provided, that, the Lenders)Maturity Date may be extended under this Section 2.16 no more than two times in the aggregate; provided, further, that, any such request shall be made not less than 60 twenty (20) days prior to the then-current Maturity Date. Each Lender shall provide the Administrative Agent, not more than fifteen (15) days subsequent to any such request by the Borrower (or such other date as the Borrower and the Administrative Agent may agree; such date, the “Extension Request Date”), with written notice regarding whether it agrees to extend the then-current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in advance its sole discretion and any Lender who fails to give timely written notice hereunder shall be deemed a Non-Extending Lender.
(b) If all Lenders agree in writing to the extension request by the Extension Request Date, then the Maturity Date shall be extended to the first anniversary of the Maturity Date then in effect. If Lenders constituting Required Lenders, but not all Lenders, agree in writing to the extension request by the Extension Request Date, then the Borrower may, on the Extension Request Date, notify the Administrative Agent in writing that it wishes to extend the Maturity Date, and the Maturity Date shall, as to the Commitments and Loans of the Extending Lenders, be extended to the first anniversary of the Maturity Date then in effect at prior to giving effect to any such time extension (such Maturity Date, the “Existing Maturity Date”). The Borrower shall, request that on the Existing Maturity Date, pay to the Non-Extending Lenders extend in effect immediately prior to such extension in immediately available funds the principal of and interest accrued on the portion of the Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including amounts required pursuant to Section 3.05), on such date. Upon such Existing Maturity Date, (i) the Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder, (iii) the Aggregate Commitments shall be reduced by an amount equal to the aggregate Commitments of each such Non-Extending Lender and (iv) notwithstanding anything to the contrary in Section 2.13, all outstanding Loans of each such Non-Extending Lender shall be paid in full.
(c) Notwithstanding the foregoing provisions of this Section 2.16, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to the Existing Maturity Date to replace, in accordance with the first anniversary terms of such Existing Section 10.13, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender.
(or, if such date is not d) As a Business Daycondition precedent to any extension pursuant to this Section 2.16, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Borrower shall deliver to the Administrative Agent given not later than a certificate of the date that is Borrower (i) certifying and attaching the 20th day resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such extension, except to the Extension Requestextent that such representations and warranties specifically refer to an earlier date, or if in which case they shall be true and correct in all material respects as of such date is not a Business Dayearlier date, and except that for purposes of this Section 2.16, the immediately following Business Day representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the “Response Date”most recent statements furnished pursuant to Sections 6.01(a) and (b), advise the Administrative Agent respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in writing whether or not such Lender agrees all respects), and (B) no Event of Default exists.
(e) Notwithstanding anything to the requested extension. Each Lender that advises contrary contained herein, the Administrative Agent that it will L/C Issuer shall not extend have its L/C Commitment extended beyond the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of without its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22consent.
(bf) (i) If, by This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extensioncontrary.
Appears in 2 contracts
Sources: Credit Agreement (Biogen Inc.), Credit Agreement (Biogen Inc.)
Extension of Maturity Date. (a) The After the Separation Date, the Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 75 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Availability Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary for an additional period of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)one year. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request, or if such date is not a Business Day, Request from the immediately following Business Day (the “Response Date”)Borrower, advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Availability Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.03 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.03(a)) and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension.
Appears in 2 contracts
Sources: Credit Agreement (Keysight Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)
Extension of Maturity Date. (a) The Borrower maymay at any time during the Availability Period, by delivering an Extension Request on or before the date that is sixty (60) days’ prior to then applicable Maturity Date, request in writing to the Administrative Agent (who the “Extension Request”), that this Agreement be amended to extend the then current Maturity Date to a date one year later than the then current Maturity Date. A copy of the Extension Request shall promptly deliver a copy be provided by the Administrative Agent to each of the Lenders), not less than 60 days Lenders in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)accordance with Section 16.19. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default under this Agreement, by written notice to the Administrative Agent given (the “Extension Response Notice”), not later than the date that is the 20th day 35 days after the date Administrative Agent’s receipt of the Extension Request (the “Extension Response Period”), approve or decline the Extension Request. If any such Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to have declined the Extension Request. If the Majority Lenders approve the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrower and the Lenders of such approval and confirm the new Maturity Date, in writingwhich new Maturity Date shall become effective on and from the Maturity Extension Date for the Facility. If the Majority Lenders do not approve the Extension Request, of the Lenders’ elections promptly following Administrative Agent shall notify the Response Date. The election of any Lender to agree to such an extension Borrower and the Lenders and the Maturity Date shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22extended.
(b) If the Majority Lenders but less than all of the Lenders under the Facility approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply:
(i) IfOn or before the second Banking Day after the Extension Response Period, by the Response DateAdministrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender under the Facility identifying the Approving Lenders and Lender or Lenders under the Facility that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments with respect to the Facility.
(ii) Any Approving Lender may, Lenders holding Commitments that aggregate 50% at its option, acquire all or more any portion of the Aggregate Commitment rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall constitute Non-extending Lendersbe given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the Existing Maturity Date rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed in accordance with the procedures set out in Section 18.5(c) on such date as the Approving Lender or Approving Lenders may select, provided that such date shall not be extended later than the then-current Maturity Date (the “Maturity Extension Date”). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons who are satisfactory to the Administrative Agent, acting reasonably, and who acquire all or a portion of the outstanding principal balance of all Loans the rights and other amounts payable hereunder obligations of the Declining Lenders under the Credit Documents on the Maturity Extension Date of such year in accordance with the procedures set out in Section 18.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders shall, at the option of the Borrower, (x) remain outstanding under this Agreement subject to the terms and conditions hereof but shall be payable, and repaid by the Commitments shall terminate, Borrower to the Declining Lender in full on the Existing then current Maturity Date (without giving effect to the Extension Request) or (y) be repaid in effect prior to such extensionfull by the Borrower.
Appears in 2 contracts
Sources: Revolving Credit Facility (Gatos Silver, Inc.), Revolving Credit Facility (Gatos Silver, Inc.)
Extension of Maturity Date. (a) The Borrower Company, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by delivering an Extension Request written notice to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 90 days (or such shorter or longer period, respectively, as may otherwise be agreed to by the Agent and the Company), not less than 60 days in advance before any anniversary of the Restatement Effective Date, request that the Lenders extend the then effective Maturity Date in effect at such time (the “Existing Maturity Date”)) for an additional period of one year, request that the Lenders extend the Existing Maturity Date to the first anniversary effective as of a date specified in such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)notice. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Administrative Company and the Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, Agent’s receipt of the immediately following Business Day (the “Response Date”)Company’s notice, advise the Administrative Agent in writing Company whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Administrative Company and the Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree a Maturity Date extension request, then the Maturity Date shall, as to any request made by the Borrower for an extension Consenting Lenders, be extended to the first anniversary of the Existing Maturity Date. The Maturity Date may decision of any Lender to agree or withhold agreement to any extension request shall be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by at the Response Date, Lenders holding Commitments that aggregate 50% or more sole discretion of the Aggregate such Lender. The Commitment of any Declining Lender shall constitute Non-extending Lenders, then terminate on the Existing Maturity Date shall not be extended Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and the outstanding principal balance of all Loans any accrued fees and other amounts payable hereunder to or for the accounts of such Declining Lenders hereunder, shall (in each case, solely with respect to such Declining Lenders and no other Lenders) be payabledue and payable on the Existing Maturity Date, and the Commitments shall terminate, on the Existing Maturity Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect prior to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Restatement Effective Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.12(ii) and (y) in Sections 5.5, 5.7 and 5.12(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.
Appears in 2 contracts
Sources: Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request shall have the right once each calendar year to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance request one-year extensions of the Maturity Date in effect at of the Revolving Loans and/or the Term Loans, respectively (or such time (later respective dates to which the “Existing applicable Maturity Date”Date may be extended as provided herein), provided that no Default or Event of Default has occurred and is then continuing. The Borrower shall request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, extension by written notice to the Administrative Agent given not delivered (a) no earlier than thirty (30) days prior to the first anniversary of the Effective Date and (b) no later than thirty (30) days prior to the date that is original Maturity Date (or, as applicable, the 20th day after the date extended Maturity Date) of the Extension Requestapplicable Loans; provided that such notice is delivered no earlier than sixty (60) days prior to the original Maturity Date (or, or if such date is not a Business Dayas applicable, the immediately following Business Day (extended Maturity Date) of the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extensionapplicable Loans. Each Lender that advises the Administrative Agent that it will not request to extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”of the Revolving Loans shall require the consent of Lenders having Revolving Loans representing more than 50% of the sum of the then aggregate outstanding principal amount of the Revolving Loans and unused Revolving Commitments; providedprovided that the Revolving Commitment of, that and the portion of the total Revolving Loans held or deemed held by, any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be excluded for the purposes of making a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, determination of the Lenders’ elections promptly following requisite Lenders having Revolving Loans and unused Revolving Commitments. Each request to extend the Response DateMaturity Date of the Term Loans shall require the consent of Lenders having Term Loans representing more than 50% of the then aggregate outstanding principal amount of the Term Loans; provided that the portion of the total Term Loans held or deemed held by any Defaulting Lender shall be excluded for the purposes of making a determination of the requisite Lenders having Term Loans. The election No Lender of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender Revolving Loans shall have any obligation whatsoever to agree consent to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute NonRevolving Loans and, if any Lender or Lenders of Revolving Loans do not consent to such an extension, the Revolving Commitments of such non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments consenting Lender or Lenders shall terminate, and their Revolving Loans shall be due, in each case, on the Existing then effective Maturity Date in of the Revolving Loans without giving effect prior to such extension. No Lender of Term Loans shall have any obligation to consent to an extension of the Maturity Date of the Term Loans and, if any Lender or Lenders of Term Loans do not consent to such an extension, their Term Loans shall be due on the then effective Maturity Date of the Term Loans without giving effect to such extension. If any Lender does not consent to a request to extend the Maturity Date, the Borrower may, at its own expense, replace such non-consenting Lender pursuant to the provisions of Section 2.19.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Plains Gp Holdings Lp)
Extension of Maturity Date. Borrower may request an extension of the Maturity Date by submitting a request for an extension to Lender (aan “Extension Request”) no more than sixty (60) days prior to the current Maturity Date. The Borrower may, by delivering an Extension Request must specify the new Maturity Date requested by Borrower and the date (which must be at least thirty (30) days after the Extension Request is delivered to Lender) as of which Lender must respond to the Administrative Agent Extension Request (who the “Extension Date”). The new Maturity Date shall promptly deliver a copy to each of the Lenders), not less be no more than 60 364 days in advance of after the Maturity Date in effect at the time the Extension Request is received, including such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, Lender shall endeavor in good faith to notify the first anniversary Other Banks (as hereinafter defined) of such Existing Maturity Date the contents thereof (or, if such date is provided it shall not a Business Daybe liable to Borrower, the immediately preceding Business DayOther Banks, or any other Person for its failure to do so). Each If Lender fails to respond to an Extension Request by the Extension Date, Lender shall be deemed to have denied the Extension Request. If Lender, acting in its sole discretion, shall, by written notice decides to the Administrative Agent given not later than the date that is the 20th day after the date of approve the Extension Request, or if Lender shall deliver its written consent to Borrower, and endeavor in good faith to notify the Other Banks of such date is extension no later than the Extension Date (provided it shall not a Business Daybe liable to Borrower, the immediately following Business Day (Other Banks, or any other Person for its failure to do so). If and only if the “Response Date”), advise consent of each of the Administrative Agent in writing whether or not such Lender agrees Other Banks to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing same new Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension received by the Response Date Borrower and any Lender that is a Defaulting Lender on or before the Response Extension Date, the Maturity Date specified in the Extension Request shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify become effective at the Borrower, in writing, expiration of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 2 contracts
Sources: Revolving Credit Agreement (First Community Bancorp /Ca/), Revolving Credit Agreement (First Community Bancorp /Ca/)
Extension of Maturity Date. (a) The Borrower mayEach Person party hereto whose name is set forth on Schedule I hereto and has a commitment listed under the headings “2028 Revolving Dollar Commitments” or “2028 Revolving Multicurrency Commitments” (each such Person, by delivering an Extension Request a “2028 Revolving Lender”) has agreed to extend the Administrative Agent existing maturity date of its Dollar Commitment (who shall promptly deliver a copy to each of as defined in the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time Existing Credit Agreement) (the “2028 Revolving Dollar Commitments”) and/or its Multicurrency Commitment (as defined in the Existing Maturity DateCredit Agreement) (the “2028 Revolving Multicurrency Commitments”) (and in each case any Revolving Loans in respect thereof), request that as the Lenders extend case may be, in each case in the Existing Maturity Date to the first anniversary of amount set forth opposite its name on such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Schedule. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the The maturity date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees 2028 Revolving Dollar Commitments and 2028 Revolving Multicurrency Commitments shall be extended to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Extended Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) Each Person party hereto whose name is set forth on Schedule I hereto and has a Term Loan listed under the heading “2028 Term Loans” (ieach such Person, a “2028 Term Lender”, and, together with the 2028 Revolving Lenders, the “2028 Lenders”) If, by has agreed to extend the Response Date, Lenders holding Commitments that aggregate 50% or more maturity date of its Term Loans (the “2028 Term Loans”) in the amount set forth opposite its name on such Schedule. The maturity date of the Aggregate Commitment 2028 Term Loans shall constitute Non-extending Lenders, then be extended to the Extended Maturity Date.
(c) The Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and remain applicable to the Commitments shall terminateand Revolving Loans made by each Person whose name appears on Schedule I hereto and has a commitment listed under the headings “2027 Revolving Dollar Commitments” or “2027 Revolving Multicurrency Commitments” (each such Person, on a “2027 Revolving Lender”), as the case may be.
(d) The Existing Maturity Date in effect prior shall remain applicable to the Term Loans made by each Person whose name appears on Schedule I hereto and has a loan listed under the heading “2027 Term Loans” (each such extensionPerson, a “2027 Term Lender”, and together with the 2027 Revolving Lenders, the “2027 Lenders”).
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Blackstone Private Credit Fund), Senior Secured Credit Agreement (Blackstone Secured Lending Fund)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request notice to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) given not less more than 60 days in advance prior to any anniversary of the Maturity Date date hereof while the Commitments remain in effect at such time (the “Existing Maturity Date”)effect, request that the Lenders extend the Maturity Date for an additional one year period (but in no event beyond the fifth anniversary of the Closing Date) from the Maturity Date then in effect (the "Existing Maturity Date"). Each Lender shall, by notice to the Borrower and the Agent given not later than the 10th Business Day after the date of the Borrower's notice, advise the Borrower whether or not such Lender agrees to such extension (and any Lender that does not so advise the Borrower on or before such day shall be deemed to have advised the Borrower that it will not agree to such extension).
(b) If (and only if) Lenders holding Commitments that represent at least 60% of the total Commitments on the 60th day prior to the applicable anniversary of the date hereof shall have agreed to extend the Existing Maturity Date (such Lenders being called the "Continuing Lenders"), then (i) the Maturity Date shall be extended to the first anniversary of such the Existing Maturity Date (orprovided, that if such date is not a Business Day, then the immediately preceding Maturity Date as so extended shall be the next following Business Day). Each Lender, acting in its sole discretion, shall, by written notice to and (ii) the Administrative Agent given not later than the date Commitment of each Lender that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Continuing Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend shall terminate on the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided(with the result that the total Commitments will decrease by the amount of such Commitment), that any and all Loans of each such Lender that does not advise the Administrative Agent of its consent shall become due and payable, together with all interest accrued thereon and all other amounts owed to such requested extension by the Response Date and any Lender that is a Defaulting Lender hereunder, on the Response Existing Maturity Date. Notwithstanding the foregoing, no extension of the Maturity Date shall be deemed effective with respect to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agreeunless, on and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension as of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
, the conditions set forth in paragraphs (b) and (ic) If, by of Section 4.01 shall be satisfied (with all references to a Borrowing being deemed to be references to such extension) and the Response Date, Lenders holding Commitments Agent shall have received a certificate to that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then effect dated the Existing Maturity Date shall not be extended and executed by a Financial Officer of the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extensionBorrower.
Appears in 2 contracts
Sources: Revolving Credit Facility Agreement (Choice Hotels Holdings Inc), Revolving Credit Facility Agreement (Choice Hotels Holdings Inc)
Extension of Maturity Date. On any Business Day occurring at least thirty (a30) The Borrower may, by delivering an Extension Request calendar days but no more than sixty (60) calendar days prior to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Stated Maturity Date then in effect, a Responsible Officer of Borrowers may submit to Administrative Agent, on behalf of such Borrowers and in accordance with Section 11.4, a written request (an “Extension Request”) to extend the Stated Maturity Date then in effect at to a date occurring three hundred sixty-four (364) days after such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Stated Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension Submission by the Response Date and any Lender that is a Defaulting Lender on the Response Date Borrowers of an Extension Request shall be deemed to be a Non-extending Lenderrestatement in all material respects of each representation and warranty made by such Borrowers in Section 7 as of the date of such Extension Request. The Upon receipt of an Extension Request, Administrative Agent and each Lender shall determine, in its sole discretion, whether to consent to such Extension Request. If such consent is granted by Administrative Agent and the Lenders, (a) Administrative Agent shall notify provide such requesting Borrowers with notice of Administrative Agent’s and such Lenders’ consent to such Extension Request; (b) as of the Borrowerdate of such Extension Notice, all references to the Stated Maturity Date in writingthis Credit Agreement shall be deemed to be references to the Stated Maturity Date as extended by the Extension Request; (c) if the Extension Notice indicates that either such term is to be amended, as of the date of such Extension Notice, each of the definitions of the terms “Applicable Rate” and “Unused Commitment Fee” appearing in Section 1.1 shall be deleted and replaced in its entirety with the new definition for such term set forth in the Extension Notice; and (d) within five (5) Business Days of the applicable Borrowers’ receipt of the Extension Notice, such Borrowers shall pay an extension fee to Administrative Agent for the benefit of the Lenders in an amount equal to 20 basis points (0.20%) of each such Lender’s Commitment as of the date on which such Borrowers receive such Extension Notice. If Administrative Agent, acting on behalf of the Lenders, does not provide the applicable Borrowers with notice of its and the Lenders’ elections promptly following consent to an Extension Request on or prior to the Response Date. The election of any Lender Stated Maturity Date then in effect, such Extension Request shall be deemed to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made been denied by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing such Stated Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder such Borrowers shall not be payable, permitted to submit any subsequent Extension Requests. If Administrative Agent and the Commitments shall terminateLenders consent to the applicable Borrowers’ initial Extension Request, on the Existing Maturity Date in effect prior to such extensionBorrowers may submit no more than one (1) subsequent Extension Request.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Golub Capital BDC 3, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 3, Inc.)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 30 days (but not more than 60 days days) in advance of any anniversary of the Effective Date (each such anniversary date following an Extension Request, an “Extension Date”), request that the Lenders extend the Revolving Credit Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date ) to the first anniversary of such Existing Maturity Date (or, if Date; provided that after giving effect to such date is not a Business Dayextension, the immediately preceding Business Day)Revolving Credit Maturity Date so extended may not be later than fifth anniversary of the date of such Extension Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Revolving Credit Maturity Date may be extended no more than two times pursuant to this Section 2.222.25.
(b) (i) If, by on the Response applicable Extension Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment total Commitments outstanding at such time shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 2 contracts
Sources: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 2 contracts
Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Extension of Maturity Date. (a) The Borrower Company may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the applicable Maturity Date with respect to any Facility, as in effect at such time (the an “Existing Maturity Date”)) for such Facility, request that the Lenders extend the such Existing Maturity Date (each, an “Extension”) to any date that it shall select so long as such date is no more than the first fifth anniversary of such Existing Maturity Date (or, if such date is not a Business Daydate, the immediately preceding Business Day“Extended Maturity Date”; any Term Facility so extended, an “Extended Term Facility,” any Revolving Credit Facility so extended, an “Extended Revolving Credit Facility” and, together with any Extended Term Facility, an “Extended Facility”; and any Revolving Credit Commitments so extended, “Extended Revolving Credit Commitments”). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the an Existing Maturity Date is referred to herein as a “Non-extending Extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Extending Lender. The Administrative Agent shall notify the BorrowerCompany, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension Extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Each applicable Maturity Date may be extended no more than two times pursuant to this Section 2.222.17.
(b) (i) If, by the Response Date, any Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the have agreed to extend an Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of such Existing Maturity Date, the Maturity Date for such Extending Lenders only shall not be extended and to the Extended Maturity Date (subject to satisfaction of the conditions set forth in Section 2.17(d)). In the event of any Extension, (i) the outstanding principal balance of all Loans and other amounts payable hereunder to any Non-Extending Lender shall be payablebecome due and payable on such Existing Maturity Date and (ii) with respect to any Revolving Credit Facility, and the Commitments Revolving Credit Commitment of each Non-Extending Lender shall terminate, terminate on the Existing Maturity Date in effect for such Non-Extending Lender prior to such Extension and, subject to Section 2.17(c) below, the total Revolving Credit Commitments for the applicable Revolving Credit Facility shall be reduced by the Revolving Credit Commitments of the Non-Extending Lenders so terminated for such Revolving Credit Facility on such Existing Maturity Date.
(c) If (and only if), by the Response Date, Lenders holding Loans and/or Commitments that aggregate more than 50% of the total outstanding Loans and Commitments shall constitute Extending Lenders, then the Company shall have the right on or before the applicable Existing Maturity Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.06) all its interests, rights (other than its rights to payments pursuant to Section 3.01, Section 3.04, Section 3.05 or Section 10.04 arising prior to the effectiveness of such assignment) and obligations under this Credit Agreement with respect to the applicable Facility to one or more banks or other financial institutions identified to the Non-Extending Lender by the Company, which may include any existing Lender (each a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (and, if a Revolving Credit Facility, each L/C Issuer) (such approvals to not be unreasonably withheld or conditioned) to the extent the consent of the Administrative Agent (or the L/C Issuers, if applicable) would be required to effect an assignment under Section 10.06(b), (ii) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Existing Maturity Date in effect for such Non-Extending Lender prior to the effective date of the requested extension) and (iii) each Replacement Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date.
(d) As a condition precedent to each such Extension of an Existing Maturity Date pursuant to Section 2.17(b), the Company shall (i) deliver to the Administrative Agent a certificate of the Company dated as of the applicable Existing Maturity Date, signed by a senior executive of the Company certifying that, as of such date, both before and immediately after giving effect to such Extension, (A) the representations and warranties of the Company set forth in this Credit Agreement shall be true and correct in all material respects and as of such date to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct, in all material respects, as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such date or on such earlier date, as the case may be (after giving effect to such qualification); and (B) no Default or Event of Default shall have occurred and be continuing and (ii) first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable L/C Issuer) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-Extending Lenders pursuant to Section 2.17(b) and any assignment pursuant to Section 2.17(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended.
(e) The terms of each Extended Facility shall be determined by the Administrative Agent, the Company and the applicable Extending Lenders and set forth in an amendment to this Credit Agreement (an “Extension Amendment”); provided, that (i) the final maturity date of any Extended Facility shall be no earlier than the Existing Maturity Date for such Facility, (ii) the weighted average life to maturity of the Extended Facility shall be no shorter than the weighted average life to maturity of the Facility being extended, (iii) (A) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Revolving Credit Facility and (B) any scheduled amortization with respect to an Extended Term Facility shall, until the Existing Maturity Date for such Term Facility, be in amounts equal to or less (but not greater) than the scheduled amortization under the Term Facility being extended, (iv) any Extended Facility shall rank pari passu in right of payment and with respect to security with the Facilities not being extended, and the borrower and guarantors of the Extended Facility shall be the same as the borrower and Guarantors with respect to the Facilities not being extended, (v) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Facility shall be determined by the Company and the applicable Extending Lenders, (vi) (A) any Extended Term Facility may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Term Facility being extended and (B) borrowing and prepayment under any Extended Revolving Credit Facility, or reductions of Extended Revolving Credit Commitments, and participations in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the Revolving Credit Loans or Revolving Credit Commitments not being extended (other than upon the maturity of the non-extended Revolving Credit Loans and Revolving Credit Commitments), and (vii) the terms of any Extended Facility shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating in the Extension) shall be required for any Extension pursuant to this Section 2.17 and (ii) neither the operation of this Section 2.17 in accordance with its terms nor any Extension Amendment shall constitute an amendment subject to Section 10.01.
Appears in 2 contracts
Sources: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
Extension of Maturity Date. (a) The Borrower Company may, by delivering sending an Extension Request Letter to the Administrative Agent CBNA (who in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days in advance prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of such Existing the Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)then in effect. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent CBNA given not later more than the date that is the 20th day 20 days after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”)Letter, advise the Administrative Agent CBNA in writing whether or not such Lender agrees to the requested extension. Each such extension (each Lender that so advises the Administrative Agent CBNA that it will not extend the Existing Maturity Date is Date, being referred to herein as a “Non-extending Lender”); provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension CBNA by the Response Date and any Lender that is a Defaulting Lender on 20th day after the Response Date date of the Extension Letter shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, If Lenders holding Commitments that aggregate more than 50% or more of the Aggregate Commitment total Commitments on the 20th day after the date of the Extension Letter shall constitute Non-extending Lendersnot have agreed to extend the Maturity Date, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, payable on such Maturity Date.
(ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments shall terminate, on the Existing 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
(c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the effective date of such extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the effective date of such extension) and CBNA shall have received a certificate to that effect dated the effective date of such extension and executed by a Financial Officer of the Company.
Appears in 2 contracts
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co), Five Year Competitive Advance and Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Extension of Maturity Date. (a) The At any time not earlier than 90 days prior to the anniversary date of this agreement in each year nor later than 60 days prior to the anniversary date of this agreement in each year, the Borrower may, by delivering an Extension Request written request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity DateExtension Request”), request that the Lenders this agreement be amended to extend the Existing then current Maturity Date to a date up to one year later than the first anniversary then current Maturity Date. A copy of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Extension Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent given (the “Extension Response Notice”), not later than 25 days after receipt of the date that is Extension Request (the 20th day after “Extension Response Period”), approve or decline the date of Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to have declined the Extension Request. If the Majority Lenders approve the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrower and the Lenders of such approval and confirm the new Maturity Date, in writing, of which new Maturity Date shall become effective on and from the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing then current Maturity Date. The If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrower and the Lenders and the Maturity Date may shall not be extended no more than two times pursuant to this Section 2.22extended.
(b) If the Majority Lenders but less than all of the Lenders approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply:
(i) IfOn or before the second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisition shall be completed on or before the date which is at least one year prior to the then current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). If the Available Amount is not completely acquired by the Response DateApproving Lenders, Lenders holding Commitments that aggregate 50% the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent and the Issuing Lenders, acting reasonably, and who acquire all or more a portion of the Aggregate Commitment shall constitute Non-extending Lenders, balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is two years prior to the then the Existing current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders or Substitute Lenders shall not be extended remain outstanding hereunder subject to the terms and the outstanding principal balance of all Loans and other amounts payable hereunder conditions hereof but shall be payable, and repaid by the Commitments shall terminate, Borrower to the Declining Lender in full on the Existing then current Maturity Date in (without giving effect prior to such extensionthe Extension Request).
Appears in 2 contracts
Sources: Credit Agreement (New Gold Inc. /FI), Credit Agreement (New Gold Inc. /FI)
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that (a) not more than a single extension of the first anniversary of such Existing Maturity Date may be effected in any period of 12 consecutive months and there shall be no more than two extensions of the Maturity Date pursuant to this Section 2.05 and (orb) after giving effect to any extension, the Maturity Date may not be more than five years after the applicable Extension Closing Date. Each Maturity Date Extension Request shall be signed by a Financial Officer of the Borrower; provided that if such date Maturity Date Extension Request is not a Business Daysubmitted through an Approved Borrower Portal, the immediately preceding Business Day)foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extension. Each extension (each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred agreeing to herein as a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-extending Extending Lender”; provided, that any ). Any Lender that does has not advise so advised the Borrower and the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to have declined to agree to such extension and shall be a Non-extending Extending Lender; provided that a Non-Extending Lender (other than a Defaulting Lender) may, with the written consent of the Borrower, elect to become an Extending Lender by providing written notice of such election to the Borrower and the Administrative Agent at any time prior to the applicable Existing Maturity Date. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request within the 20-day period described above, then, effective as of the Extension Closing Date with respect thereto, the Maturity Date shall, as to the Extending Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect (such Maturity Date theretofore in effect being called the “Existing Maturity Date”); provided that no extension of the Maturity Date pursuant to this Section 2.05 shall become effective unless on the date of the effectiveness thereof the conditions set forth in Section 7.02(b) (without giving effect to the parenthetical therein and with references therein to a Borrowing being deemed to be references to such extension, and with Section 6.05(a) being deemed for this purpose to refer to the most recent financial statements delivered pursuant to Sections 8.03(a) and 8.03(b)) shall be satisfied and no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by a Financial Officer of the Borrower (the first date on which such consent of the Required Lenders to such extension is obtained and the conditions specified in this proviso are satisfied with respect to such extension being called the “Extension Closing Date”). The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election Commitment of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Non-Extending Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of terminate on the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, principal amount of any outstanding Loans made by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Extending Lenders, then the Existing Maturity Date shall not be extended together with any accrued interest thereon and the outstanding principal balance of all Loans any accrued fees and other amounts payable hereunder to or for the account of the Non-Extending Lenders hereunder, shall be payabledue and payable on the Existing Maturity Date, and the Commitments shall terminate, on the Existing Maturity Date the Borrower shall also make such other prepayments of the Loans pursuant to Section 5.06 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, the Non-Extending Lenders pursuant to this sentence, the aggregate Revolving Credit Exposures would not exceed the Aggregate Commitments. The Borrower shall have the right, pursuant to Section 5.14(b), at any time on or prior to the applicable Existing Maturity Date to replace any Non-Extending Lender with one or more Lenders or other financial institutions that will agree to the applicable Maturity Date Extension Request, and each such extensionreplacement Lender or financial institution shall for all purposes hereof constitute an Extending Lender. Notwithstanding the foregoing, the Revolving Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit issued or to be issued by any Issuing Lender, will not be extended without the prior written consent of such Issuing Lender.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.), Five Year Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.)
Extension of Maturity Date. (a) The Borrower may, may extend the Maturity Date with respect to the Revolving Facility for additional periods of eighteen months (a “Maturity Date Extension”) by delivering an Extension Request providing written notice of such request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not more than 90 days and not less than 60 30 days prior to the Maturity Date then in advance effect (such anniversary of the Maturity Date in effect at such time (Date, the “Existing Maturity Extension Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary . The Administrative Agent shall promptly notify each Lender of such Existing Maturity Date (orrequest and each Lender shall then, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to notify the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise Borrower and the Administrative Agent in writing within 10 Business Days after such request whether or not such Lender agrees will consent to the requested extension (each such Lender consenting to the applicable extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as , a “Non-extending Consenting Lender”; provided, that ). The failure of any Lender that does not advise to notify the Borrower and the Administrative Agent of its intent to consent to such requested an extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed a rejection by such Lender, as applicable. Such extension shall be effective as to be a Non-extending Lender. The Administrative Agent shall notify Consenting Lenders under the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree Revolving Facility consenting to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by if the Borrower for an extension of the Existing Maturity Date. The Required Lenders approve such Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) IfExtension; provided, by that at the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing existing Maturity Date in effect prior to such Maturity Date Extension, (1) the commitments of Lenders that did not consent to such Maturity Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Loans of such Lenders will be repaid (it being understood that the commitments of the Declining Lenders not consenting to such extension will remain in effect until the Maturity Date originally applicable to such Lenders) and (2) the Borrower shall make such additional prepayments as shall be necessary in order that the Loans hereunder immediately after such existing Maturity Date will not exceed, respectively, the Aggregate Commitment.
(b) The consent of Declining Lenders will not be required; provided that Consenting Lenders constituting Required Lenders have approved such Maturity Date Extension; provided further that the Borrower shall have the right, at any time prior to the existing Maturity Date, to obtain the signatures of the Required Lenders by replacing Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.17 (each such Lender, a “New Lender”), in each case on the existing Maturity Date. If any Lender rejects, or is deemed to have rejected, the Borrower’s request for an extension, the Borrower may replace Declining Lenders with Extending Lenders or New Lenders, in each case on the existing Maturity Date. In connection with any such replacement pursuant to this clause (b), the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Maturity Date applicable to each Lender and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Maturity Date applicable thereto. No action by or consent of any Declining Lender shall be necessary in connection with such assignment. In connection with any such assignment, the Borrower, Administrative Agent, such Declining Lender and the replacement Lender shall otherwise comply with Section 12.01; provided that if such Declining Lender does not comply with Section 12.01 within five (5) Business Days after the Borrower’s request, compliance with Section 12.01 (but only on the part of the Declining Lender) shall not be required to effect such assignment.
(c) If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to Section 2.02(b), (x) Loans made on or after the existing Maturity Date shall be made in accordance with Section 2.01(a) or (b), as applicable, based on the respective Commitments in effect on and after the existing Maturity Date and (y) if, on the date of such joinder or increase, there are any Loans outstanding, such Loans shall on or prior to such date be prepaid from the proceeds of new Loans made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the applicable Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04.
(d) Each such Maturity Date Extension will not be effective as to any Lender unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of such extension and (b) all representations and warranties of the Borrower set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension pursuant to this Section 2.02.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request In the event Borrowers desire to extend the Maturity Date from the one year anniversary of the Initial Funding Date to the Administrative Agent (who shall promptly deliver a copy to each 18-month anniversary of the Lenders)Initial Funding Date, Borrowers shall notify Agent and Lenders thereof not more than 90 days and not less than 60 days in advance prior to the one-year anniversary date of the Initial Funding Date. If Borrowers so notify Agent and Lenders, not later than 45 days prior to the one-year anniversary of the Initial Funding Date, each Lender shall notify Agent and Borrowers if it desires to extend the Maturity Date in effect at to such time 18-month anniversary (the “Existing Lender’s Extension Notice”). In the event all Lenders so agree to extend the Maturity DateDate and no Default or Event of Default then exists or exists on such one-year anniversary (the foregoing being the “Extension Conditions”), request effective on such one-year anniversary, the Maturity Date shall be extended to the 18-month anniversary of the Initial Funding Date. In the event that the less than all Lenders agree to so extend the Existing Maturity Date, upon the consent of the remaining Lenders and Borrowers and fulfillment of the Extension Conditions, (x) the Maturity Date shall be extended to the 18-month anniversary of the Initial Funding Date effective on such one-year anniversary, and (y) such remaining Lender(s), Agent (if there is more than one remaining Lender) and Borrowers shall execute and deliver such documents and instruments, and amendments to Credit Documents, as shall be necessary, in the opinion of such remaining Lender(s) and Agent (if applicable), to evidence the Commitment as shall thereafter be in effect. In the event no Lender so agrees to extend the Maturity Date to the first 18-month anniversary of such Existing the Initial Funding Date, the Maturity Date (or, if such date is not a Business Day, shall remain as the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date one-year anniversary of the Initial Funding Date. Any Lender who fails to deliver a Lender’s Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date Notice shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify have not agreed to extend the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 2 contracts
Sources: Loan and Security Agreement (nFinanSe Inc.), Loan and Security Agreement (nFinanSe Inc.)
Extension of Maturity Date. (a) The Borrower Company may, on not more than three (3) occasions during the term of this Agreement, by delivering an Extension Request written notice to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 thirty (30) days in advance and not more than ninety (90) days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Closing Date”), request that the Lenders extend the Existing then-existing Maturity Date to and the first anniversary Commitments for an additional period of such Existing Maturity Date one (or, if such date is not a Business Day, the immediately preceding Business Day)1) year. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Administrative Agent given not later than the date that is the 20th twentieth (20th) day after the date of the Extension Request, or if such date is not a Business Day, Administrative Agent’s receipt of the immediately following Business Day (the “Response Date”)Company’s extension request, advise the Administrative Agent in writing whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension shall not obligate any other Lender request, then the then-existing Maturity Date shall, as to so agreethe Consenting Lenders, and it is understood that no Lender shall have any obligation whatsoever be extended to agree to any request made by the Borrower for an extension first (1st) anniversary of the Existing then-existing Maturity Date. The decision to agree or withhold agreement to any Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder extension shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrowers shall also make such other prepayments of their Loans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the Total Credit Exposures of all Lenders shall not exceed the Aggregate Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 11.13, at any time prior to the Existing Maturity Date, to replace any Declining Lender with a Lender or other Person that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this Section 2.14(a) shall become effective unless (i) with respect to each Borrower then existing at such time, the Administrative Agent shall have received deliverables of the type required pursuant to Section 4.01(c) and, if reasonably requested by the Administrative Agent, favorable written opinions of counsel to the Borrowers addressed to the Administrative Agent, the Lenders and the L/C Issuer, in form and substance satisfactory to the Administrative Agent and (ii) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the then-existing Maturity Date, after giving effect to such extension, (A) the representations and warranties contained in this Agreement or any other Loan Document shall (1) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (2) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(a), the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.03(a) and (b), respectively, and (B) no Default shall exist, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.
(b) Notwithstanding anything to the contrary set forth in this Section 2.14, the Maturity Date (without taking into consideration any extension pursuant to this Section 2.14), as such term is used in reference to the L/C Issuer or any Letters of Credit issued by the L/C Issuer, or in reference to any U.S. Swing Line Lender or any U.S. Swing Line Loans made by such U.S. Swing Line Lender, or in reference to any Euro Swing Line Lender or any Euro Swing Line Loans made by such Euro Swing Line Lender, may not be extended without the prior written consent of the L/C Issuer, such U.S. Swing Line Lender, or such Euro Swing Line Lender, as applicable (it being understood and agreed that, in the event the L/C Issuer, any U.S. Swing Line Lender, or any Euro Swing Line Lender, as applicable, shall not have consented to any such extension, (i) the L/C Issuer shall continue to have all the rights and obligations of the L/C Issuer hereunder, such U.S. Swing Line Lender shall continue to have all the rights and obligations of a U.S. Swing Line Lender hereunder, and such Euro Swing Line Lender shall continue to have all the rights and obligations of a Euro Swing Line Lender hereunder, in each case through the applicable Existing Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit, to make any U.S. Swing Line Loan, or to make any Euro Swing Line Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of this Agreement as to Letters of Credit issued by it, U.S. Swing Line Loans made by it, or Euro Swing Line Loans made by it, as applicable, prior to such time), and (ii) the Borrowers shall cause all L/C Obligations attributable to Letters of Credit issued by the L/C Issuer to be zero no later than the day on which such L/C Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this Section 2.14 (and, in any event, no later than the applicable Existing Maturity Date)).
(c) In connection with any extension of the Maturity Date pursuant to this Section 2.14, the Company, the Administrative Agent and each extending Lender, without the consent of any other party to this Agreement, may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence such extension. This Section 2.14 shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Itt Inc.), Credit Agreement (ITT Inc.)
Extension of Maturity Date. (a) The Borrower Company, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by delivering an Extension Request written notice to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 90 days (or such shorter or longer period, respectively, as may otherwise be agreed to by the Agent and the Company), not less than 60 days in advance before any anniversary of the Restatement Effective Date, request that the Lenders extend the then effective Maturity Date in effect at such time (the “Existing Maturity Date”)) for an additional period of one year, request that the Lenders extend the Existing Maturity Date to the first anniversary effective as of a date specified in such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)notice. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Administrative Company and the Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, Agent’s receipt of the immediately following Business Day (the “Response Date”)Company’s notice, advise the Administrative Agent in writing Company whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Administrative Company and the Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree a Maturity Date extension request, then the Maturity Date shall, as to any request made by the Borrower for an extension Consenting Lenders, be extended to the first anniversary of the Existing Maturity Date. The Maturity Date may decision of any Lender to agree or withhold agreement to any extension request shall be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by at the Response Date, Lenders holding Commitments that aggregate 50% or more sole discretion of the Aggregate such Lender. The Commitment of any Declining Lender shall constitute Non-extending Lenders, then terminate on the Existing Maturity Date shall not be extended Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and the outstanding principal balance of all Loans any accrued fees and other amounts payable hereunder to or for the accounts of such Declining Lenders hereunder, shall (in each case, solely with respect to such Declining Lenders and no other Lenders) be payabledue and payable on the Existing Maturity Date, and the Commitments shall terminate, on the Existing Maturity Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect prior to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Restatement Effective Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.12(ii) and (y) in Sections 5.5, 5.7 and 5.12(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company. Notwithstanding any other provision of this Agreement, no Issuing Bank shall have any obligation to issue any Letter of Credit expiring after the Existing Maturity Date, or to amend, renew or extend any Letter of Credit such that it would expire after the Existing Maturity Date, unless such Issuing Bank shall have consented to the applicable Maturity Date extension (such consent to be deemed given if such Issuing Bank is a Consenting Lender).
Appears in 2 contracts
Sources: Credit Agreement (Ameren Illinois Co), Credit Agreement (Ameren Illinois Co)
Extension of Maturity Date. (a) The Borrower Company may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 85 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that there shall be no more than two extensions of the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)pursuant to this Section. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Company and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Company whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Company and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (without giving effect to the first parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.
Appears in 2 contracts
Sources: Credit Agreement (Brown Forman Corp), Credit Agreement (Brown Forman Corp)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 2 contracts
Sources: Credit Agreement (LHC Group, Inc), Credit Agreement (Deluxe Corp)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “"Existing Maturity Date”"), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “"Response Date”"), advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “"Non-extending Lender”"; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ ' elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two three times pursuant to this Section 2.222.21.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Extension of Maturity Date. (a) The Borrower Company may, by delivering sending an Extension Request Letter to the Administrative Agent (who in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days in advance prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of such Existing the Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)then in effect. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension RequestLetter, or if such date day is not a Business Day, the immediately following Business Day (the “Response Date”), ) advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each such extension (each Lender that so advises the Administrative Agent that it will not extend the Existing Maturity Date is Date, being referred to herein as a “Non-extending Lender”); provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, If Lenders holding Commitments that aggregate more than 50% or more of the Aggregate Commitment total Commitments on the Response Date shall constitute Non-extending Lendersnot have agreed to extend the Maturity Date, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, payable on such Maturity Date.
(ii) If (and only if) Lenders holding Commitments that aggregate at least 50% of the total Commitments shall terminate, on the Existing Response Date shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date (subject to satisfaction of the conditions set forth in the last sentence of Section 2.5(c)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of the Non-extending Lenders so terminated on such Maturity Date.
(c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless on the Response Date the conditions set forth in Section 4.2 (including the correctness of the representations and warranties set forth in Sections 3.5(b) and 3.6(a)) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to the Response Date) and the Administrative Agent shall have received a certificate to that effect dated the Response Date and executed by a Financial Officer of the Company.
Appears in 2 contracts
Sources: Five Year Revolving Credit Facility Agreement (Mead Johnson Nutrition Co), Revolving Credit Facility Agreement (Mead Johnson Nutrition Co)
Extension of Maturity Date. (a) The Not later than 30 days prior to each anniversary of the Amendment No. 1 Effective Date, the Borrower may, by delivering an Extension Request upon notice to the Administrative Agent (who which shall promptly deliver a copy to each of notify the Lenders), not less than 60 days in advance of the request that each Lender extend such Lender’s then existing Maturity Date (i) for an additional one year from such Lender’s Maturity Date then in effect, (ii) for such additional number of days which would cause its Maturity Date to be the latest Maturity Date then in effect, or (iii) for such additional number of days which would cause its Maturity Date to be one year after the latest Maturity Date then in effect at (each Lender’s then existing Maturity Date being referred to herein as its “Present Maturity Date” and such time (the Lender’s proposed extended Maturity Date being referred to herein as its “Existing Extended Maturity Date”), request that the Lenders extend the Existing Maturity Date to . This option may only be exercised (x) after the first anniversary of the Amendment No. 1 Effective Date, (y) once during any twelve (12) month period, and (z) twice during the term of this Agreement. Within 20 days of delivery of such Existing Maturity Date (ornotice, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to each Lender shall notify the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent consents to such requested extension by (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the Response Date and any Lender that is a Defaulting Lender on the Response Date above time period shall be deemed not to be a Non-extending Lenderhave consented to such extension. The Administrative Agent shall promptly notify the Borrower, in writing, Borrower and the Lenders of the Lenders’ elections promptly following responses. Notwithstanding anything herein to the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agreecontrary, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Extended Maturity Date may shall be extended no more a date later than two times pursuant to this Section 2.22five years from the applicable Extension Closing Date.
(b) Subject to the satisfaction of the condition precedent set forth below, the Maturity Date of each extending Lender shall be extended only if the consenting Lenders (the “Consenting Lenders”) constitute Majority Lenders. If so extended, the Present Maturity Date, as to the Consenting Lenders, shall be extended to the applicable Extended Maturity Date effective as of the first date on which such necessary consent required pursuant to this clause (b) is obtained and the condition precedent specified below in this clause (b) is satisfied with respect to the applicable extension (such date, the “Extension Closing Date”). All non-consenting Lenders (“Non-Consenting Lenders”) shall continue to be subject to such Lender’s Present Maturity Date. The Borrower shall pay or prepay all Advances, interest thereon and all other amounts due each Non-Consenting Lender on or before the Present Maturity Date, and, if after giving effect thereto, the Outstandings exceed the Revolving Commitments of the Consenting Lenders the Borrower shall prepay the Advances (or if no Advances are then outstanding, Cash Collateralize the Letter of Credit Exposure) in the amount of such excess, together with all accrued and unpaid interest thereon. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and each Consenting Lender’s Extended Maturity Date. As a condition precedent to any such extension the Borrower shall deliver to the Administrative Agent a certificate of the Borrower (in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) Ifcertifying that attached thereto is evidence that such extension is within the Borrower’s corporate authority and has been duly authorized by appropriate governing action and proceedings and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article IV and the other Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect in the Response text thereof, in which case, such representations and warranties are true and correct in all respects), except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect in the text thereof, in which case, such representations and warranties are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in Section 4.6 shall be deemed to refer to the most recent statements furnished pursuant to subsection (b) of Section 5.6, and (B) no Default has occurred and is continuing. If the Maturity Date has been extended, then on such applicable Present Maturity Date, Lenders holding Commitments that aggregate 50% or more each Consenting Lender shall automatically be deemed to have purchased participations in each Letter of Credit, the related Letter of Credit Exposure, and each Swingline Advance equal to such Consenting Lender’s Pro Rata Share thereof after giving effect to the departure of the Aggregate Commitment shall constitute Non-extending Consenting Lenders and the elimination of their Revolving Commitments, but only to the extent that such reallocation does not cause the Aggregate Exposure of any Lender whose Revolving Commitment does not terminate on such Maturity Date to exceed such Lender’s Revolving Commitment. If the reallocation described in this Section 2.19(b) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to the Administrative Agent, the Lenders, then or any Issuing Lender hereunder or under applicable Legal Requirement, (I) first, prepay Swingline Advances in an amount equal to the Existing portion of each Swingline Lender’s Fronting Exposure that was attributable to each Lender whose Commitment terminates on such Maturity Date shall but was not be so reallocated and (II) second, Cash Collateralize each Issuing Lender’s Fronting Exposure in an amount equal to the portion of such Issuing Lender’s Fronting Exposure (plus all related fees and expenses with respect to such Letters of Credit then outstanding over their remaining terms) that was attributable to each Lender whose Commitment terminates on such Maturity Date but was not so reallocated.
(c) If any Lender’s Maturity Date is extended and in accordance with this Section 2.19, immediately upon the outstanding principal balance effectiveness of all Loans and other amounts payable hereunder each such extension, Schedule 1.1(a) hereof shall be payable, amended and the restated to set forth all Lenders and their respective Revolving Commitments shall terminate, on the Existing and Maturity Date in Dates after giving effect prior to such extension.
(d) This Section shall supersede any provisions in Section 2.14 or Section 9.1 to the contrary.
(e) The Borrower shall prepay any Advances outstanding on the Present Maturity Date (and pay any additional amounts required pursuant to Section 2.8) or borrow additional amounts to the extent necessary to keep outstanding Revolving Advances ratable with any revised and new Revolving Commitment of all Consenting Lenders effective as of the Present Maturity Date.
Appears in 2 contracts
Sources: 5 Year Credit Agreement (NOV Inc.), 5 Year Credit Agreement (National Oilwell Varco Inc)
Extension of Maturity Date. (a) The Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary date of the Closing Date, the Borrower may, by delivering an Extension Request upon notice to the Administrative Agent (who shall promptly deliver a copy to each of notify the Lenders), request a one year extension of the then current Maturity Date, provided, however, that the Borrower may request only two such extensions under this Agreement. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not less than 60 days it consents to such extension (which consent may be given or withheld in advance such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 13.7. [CREDIT AGREEMENT]
(b) Only if Majority Lenders (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section, the Maturity Date in effect at such time (shall be extended, with respect only to the “Existing Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 13.7. If so extended, the Maturity Date”), request that the Lenders extend the Existing Maturity Date as to the first anniversary of such Existing Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 13.7, shall be extended to the date falling one year after the existing Maturity Date (or, except that if such date is not a Business Day, such Maturity Date, as so extended, shall be the immediately next preceding Business Day); provided, however, that the pre-existing Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced (such Declining Lender’s “Existing Maturity Date”). Each LenderThe Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, acting and the Administrative Agent shall distribute an amended Schedule 1.1(a) (which shall be deemed incorporated into this Agreement), to reflect any changes in its sole discretionLenders and their respective Commitments. If the Maturity Date is extended pursuant to this Section 2.16 with respect to some but not all of the Lenders, shallthen no Letter of Credit may expire after the date that is five Business Days prior to an Existing Maturity Date in respect of any Declining Lender if, by written notice after giving effect to such Letter of Credit, the aggregate Commitments of the Consenting Lenders and each Lender replacing a Declining Lender for the period following such Existing Maturity Date would be less than the L/C Obligations following such Existing Maturity Date (after giving effect to any Cash Collateral with respect to such Letter of Credit or other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuers and the Administrative Agent).
(c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent given not later than the following, in form and substance reasonably satisfactory to the Administrative Agent (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be reasonably satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date that is of the 20th day Maturity Date, as extended pursuant to this Section, has been duly authorized by all necessary corporate action, (ii) a certificate, signed by an Authorized Officer of the Borrower certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of the Borrower and the other Credit Parties in the Credit Documents (other than, during a Specified Period, those set forth in Sections 8.4 and 8.20) are true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the Extension Requestsuch extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality or if Material Adverse Effect, in which case they are true and correct in all respects) as of such date is not a Business Day, the immediately following Business Day (the “Response Date”earlier date), advise the Administrative Agent in writing whether and (B) no Default or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent Event of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Default exists.
(bd) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminateThe Borrower shall, on the Existing Maturity Date with respect to any Declining Lender that has not been replaced as a Lender pursuant to Section 13.7 pay in effect prior full all Obligations owing to such extension.Declining Lender, and such Declining Lender’s Commitment and participation in any Letter of Credit or Swingline Loan outstanding hereunder shall terminate on such Existing Maturity Date. [CREDIT AGREEMENT]
Appears in 1 contract
Extension of Maturity Date. (a) The Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of the Closing Date, the Borrower may, by delivering an Extension Request upon notice to the Administrative Agent (who which shall promptly deliver a copy to each of notify the Lenders), not less than 60 days in advance request a one year extension of the Maturity Date then in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary effect. This option may be exercised only twice. Within 30 days of delivery of such Existing Maturity Date (ornotice, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to each Lender shall notify the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent consents to such requested extension by (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the Response Date and any Lender that is a Defaulting Lender on the Response Date above time period shall be deemed not to be a Non-extending Lenderhave consented to such extension. The Administrative Agent shall promptly notify the Borrower, in writing, Borrower and the Lenders of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22responses.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing The Maturity Date shall not be extended and only if the outstanding principal balance of all Loans and other amounts payable hereunder consenting Lenders (the “Consenting Lenders”) constitute Required Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be payableextended to the same date in the following year, and effective as of the Commitments anniversary of the Closing Date applicable to such extension request (such extended Maturity Date being the “Extension Maturity Date”). All non-consenting Lenders (“Non-Consenting Lenders”) shall terminate, on continue to be subject to the Existing Maturity Date in effect prior to the effectiveness of the Extension Maturity Date (such existing Maturity Date being the “Present Maturity Date”). The Borrower shall pay or prepay all Credit Extensions, interest thereon and all other amounts due each Non-Consenting Lender on or before the Present Maturity Date, and, if after giving effect thereto, the Outstanding Amounts exceed the Commitments of the Consenting Lenders the Borrower shall prepay the Borrowings in the amount of such excess, together with all accrued and unpaid interest thereon (or if no Borrowings are then outstanding, Cash Collateralize the L/C Obligations to the extent such L/C Obligations exceed the Commitments of the Consenting Lenders, which Cash Collateral shall be released to the Borrower thereafter to the extent such L/C Obligations are decreased in amount). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Maturity Date. As conditions precedent to such extension, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower signed by a Responsible Officer of the Borrower (i) certifying that such extension is within the Borrower’s corporate authority and has been duly authorized by appropriate governing action and proceedings and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article IV and the other Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case they shall have been true and correct in all respects), except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01, and (B) no Default has occurred and is continuing, (ii) the Borrower, each Consenting Lender, and the Administrative Agent shall enter into an agreement, in form and substance reasonably satisfactory to the Administrative Agent, to evidence such extension and (iii) the Borrower shall pay such fees as to be mutually agreed and any expenses due under Section 10.04 as of the date such extension is exercised (or such later date as the Administrative Agent may agree). If the Maturity Date has been extended, then on the Present Maturity Date, each Consenting Lender shall automatically be deemed to have purchased participations in each Letter of Credit, the related L/C Obligations, and each Swing Line Loan equal to such Consenting Lender’s Applicable Percentage thereof after giving effect to the departure of the Non-Consenting Lenders and the elimination of their Commitments.
(c) Notwithstanding anything in this Section 2.17 to the contrary, the Maturity Date and the Letter of Credit Expiration Date, as such terms are used in reference to any L/C Issuer or any Letter of Credit issued by such L/C Issuer or in reference to the Swing Line Lender or any Swing Line Loans, may not be extended with respect to any L/C Issuer or the Swing Line Lender without the prior written consent of such L/C Issuer or the Swing Line Lender, as applicable (it being understood and agreed that, in the event any L/C Issuer or the Swing Line Lender, as applicable, shall not have consented to any request for extension of the Maturity Date, (A) such L/C Issuer shall continue to have all the rights and obligations of an L/C Issuer hereunder, and the Swing Line Lender shall continue to have all the rights and obligations of the Swing Line Lender hereunder, in each case through the applicable Present Maturity Date (or the Letter of Credit Expiration Date determined on the basis thereof), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Line Loan, as applicable (but shall continue to be entitled to the benefits of Sections 2.03, 2.15, 3.01, 3.04, and 10.04 as to Letters of Credit issued or Swing Line Loans made prior to such time), and (B) the Borrower shall cause the amount of such L/C Issuer’s L/C Obligations to be zero (unless such Letter of Credit has been cash collateralized in a manner acceptable to the Administrative Agent and such L/C Issuer or other arrangements with respect thereto have been made that are satisfactory to the Administrative Agent and such L/C Issuer) no later than the day on which such L/C Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable Present Maturity Date pursuant to this Section (and, in any event, no later than such Present Maturity Date) and shall repay the principal amount of all outstanding Swing Line Loans, together with any accrued interest thereon, on such Present Maturity Date).
(d) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
(e) The Borrower shall prepay any L/C Advances outstanding on the Present Maturity Date (and pay any additional amounts required pursuant to Section 3.05) or borrow additional amounts to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised and new Commitment of all Consenting Lenders effective as of the Present Maturity Date.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request notice to the Administrative Agent (who shall promptly deliver a copy to each and the Lenders not earlier than this first anniversary of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Closing Date”), request that the Lenders extend the Existing Maturity Date to for the first anniversary of such Existing Loans for one additional year from the existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Extended Maturity Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date under this Section 2.17 may be extended no more than two times pursuant in the aggregate. Each Lender shall provide the Administrative Agent, not more than 15 days subsequent to this Section 2.22any such request by the Borrower (or such other date as the Borrower and the Administrative Agent may agree; such date, the “Extension Request Date”), with written notice regarding whether it agrees to extend the then-current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in its sole discretion and any Lender who fails to give timely written notice hereunder shall be deemed a Non-Extending Lender.
(b) (i) If, If all Lenders agree in writing to the extension request by the Response Extension Request Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and to the outstanding principal balance first anniversary of the Maturity Date then in effect. If Lenders constituting Required Lenders, but not all Loans and other amounts payable hereunder shall be payableLenders, agree in writing to the extension request by the Extension Request Date, then the Borrower may, on the Extension Request Date, notify the Administrative Agent in writing that it wishes to extend the Maturity Date, and the Maturity Date shall, as to the Commitments shall terminateand Loans of the Extending Lenders, be extended to the first anniversary of the Maturity Date then in effect prior to giving effect to any such extension (such Maturity Date, the “Existing Maturity Date”). The Borrower shall, on the Existing Maturity Date Date, pay to the Non-Extending Lenders in effect immediately prior to such extension in immediately available funds the principal of and interest accrued on the portion of the Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including, without limitation, amounts required pursuant to Section 3.05), on such date. Upon such Existing Maturity Date, (i) the Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder, (iii) the Aggregate Revolving Commitments shall be reduced by an amount equal to the aggregate Commitments of each such Non-Extending Lender and (iv) notwithstanding anything to the contrary in Section 2.13, all outstanding Loans of each such Non-Extending Lender shall be paid in full.
(c) Notwithstanding the foregoing provisions of this Section 2.17, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to the Existing Maturity Date to replace, in accordance with the terms of Section 11.13, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender.
(d) As a condition precedent to any extension pursuant to this Section 2.17, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of effectiveness of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Event of Default exists.
(e) Notwithstanding anything to the contrary contained herein, no L/C Issuer shall have its commitment to issue, amend or extend Letters of Credit extended beyond the Existing Maturity Date without its consent.
(f) This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Corporation may, by delivering an Extension Request notice to the Administrative Agent (who which shall promptly deliver a copy notify the Lenders) not less than 45 days and not more than 90 days prior to each of the Lenders)first, not less than 60 days in advance second and third anniversaries of the Maturity Fourth Amendment Effective Date in effect at such time (the each anniversary, an “Existing Maturity Anniversary Date”), request that the Lenders each Lender extend the Existing such Lender’s Maturity Date to the first anniversary of such Existing date (the “New Maturity Date (or, if such date Date”) that is not a Business Day, one year after the immediately preceding Business Day)Maturity Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not no later than the date (the “Consent Date”) that is 20 days prior to the 20th day after the date of the Extension Requestrelevant Anniversary Date (provided that, or if such date is not a Business Day, the immediately following Consent Date shall be the next succeeding Business Day (the “Response Date”Day), advise the Administrative Agent in writing as to:
(i) whether or not such Lender agrees to such extension of its Maturity Date (each Lender so agreeing to such extension being an “Extending Lender”); and
(ii) only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the requested extension. amount of its Commitment(s) (each Lender so offering to increase its Commitment(s) being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional Revolving Commitment and Sub-Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”).
(b) Each Lender that advises the Administrative Agent that it will determines not to extend the Existing its Maturity Date is referred to herein as (a “Non-extending Extending Lender”; provided) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, that and any Lender that does not advise the Administrative Agent of its consent to such requested extension by in writing on or before the Response Date and any Lender that is a Defaulting Lender on the Response Consent Date shall be deemed to be a Non-extending Lender. The Administrative Agent Extending Lender and (without limiting the Corporation’s rights under this Section 1.20) shall notify have no liability to the Borrower, Corporation in writing, of the Lenders’ elections promptly following the Response Dateconnection therewith. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify the Corporation of each Lender’s determination under this Section 1.20(a) no later than the date 15 days prior to the relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).
(i) If all of the Lenders are Extending Lenders, then, effective as of the Consent Date, the Maturity Date of each Lender shall be extended to the New Maturity Date, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension respective Commitments of the Existing Maturity Date. The Maturity Lenders will not be subject to change at such Consent Date may be extended no more than two times pursuant to this Section 2.221.20; provided that any extension of the Maturity Date pursuant to this Section 1.20 shall only occur if no Event of Default or Specified Default is existing on the Consent Date and all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (or, as to any such representation or warranty that is qualified by materiality, “Material Adverse Effect” or a similar materiality qualifier, in all respects) with the same effect as though such representations and warranties had been made on the Consent Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or, as to any such representation or warranty that is qualified by materiality, “Material Adverse Effect” or a similar materiality qualifier, in all respects) only as of such specified date).
(bii) If and only if the sum of (ix) Ifthe aggregate amount of the Revolving Loan Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, by the Response “Extending Commitments”) shall be equal to at least 50% of the then current amount of Total Revolving Loan Commitments, then:
(A) effective as of the Consent Date, Lenders holding Commitments that aggregate 50% the Maturity Date of each Extending Lender shall be extended to the New Maturity Date;
(B) the Corporation shall (so long as no Event of Default or more Specified Default shall have occurred and be continuing) have the right, but not the obligation, to take either of the Aggregate Commitment shall constitute following actions with respect to each Non-extending Lenders, then Extending Lender during the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, period commencing on the Existing Maturity Consent Date in effect prior to such extension.and ending on the immediately succeeding Anniversary Date:
Appears in 1 contract
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Extension of Maturity Date. (a) The At any time not earlier than 90 days prior to the anniversary date of this agreement in each year nor later than 60 days prior to the anniversary date of this agreement in each year, the Borrower may, by delivering an Extension Request written request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity DateExtension Request”), request that the Lenders this agreement be amended to extend the Existing then current Maturity Date to a date up to one year later than the first anniversary then current Maturity Date. A copy of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Extension Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent given (the “Extension Response Notice”), not later than 25 days after receipt of the date that is Extension Request (the 20th day after “Extension Response Period”), approve or decline the date of Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to have declined the Extension Request. If the Majority Lenders approve the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrower and the Lenders of such approval and confirm the new Maturity Date, in writing, of which new Maturity Date shall become effective on and from the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing then current Maturity Date. The If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrower and the Lenders and the Maturity Date may shall not be extended no more than two times pursuant to this Section 2.22extended.
(b) If the Majority Lenders but less than all of the Lenders approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply:
(i) IfOn or before the second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments. 74 (ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisition shall be completed on or before the date which is at least one year prior to the then current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). If the Available Amount is not completely acquired by the Response DateApproving Lenders, Lenders holding Commitments that aggregate 50% the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent and the Issuing Lenders, acting reasonably, and who acquire all or more a portion of the Aggregate Commitment shall constitute Non-extending Lenders, balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is two years prior to the then the Existing current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders or Substitute Lenders shall not be extended remain outstanding hereunder subject to the terms and the outstanding principal balance of all Loans and other amounts payable hereunder conditions hereof but shall be payable, and repaid by the Commitments shall terminate, Borrower to the Declining Lender in full on the Existing then current Maturity Date in (without giving effect prior to such extensionthe Extension Request).
Appears in 1 contract
Sources: Loan Agreement (New Gold Inc. /FI)
Extension of Maturity Date. Borrower shall have two (2) options (each, an “Extension Option”) to extend the Maturity Date of the Loans by one year for each Extension Option, upon satisfaction of the following conditions precedent with respect to each Extension Option:
(a) The Borrower mayshall provide Administrative Agent with written notice of Borrower’s request to exercise the Extension Option, by delivering an Extension Request at least forty-five (45), but not more than one hundred twenty (120), days prior to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the applicable Maturity Date in effect at such time (the “Existing Maturity DateExtension Request”). Such Extension Request shall be revocable, request provided that Borrower reimburses Administrative Agent and the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (orfor all costs and expenses, if such date is not a Business Dayincluding reasonable attorneys’ fees and expenses, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, incurred by written notice to the Administrative Agent given not later than and the Lenders in connection with such revocation;
(b) As of the date that is the 20th day after the date of Borrower’s delivery of the Extension Request, and as of the applicable Maturity Date, to the best of Borrower’s (and Guarantor’s) knowledge no Default or if such date is not a Business DayEvent of Default shall have occurred and be continuing, and Borrower (and Guarantor, with respect to the immediately following Business Day Guaranty and Hazardous Materials Indemnity Agreement) shall so certify in writing;
(c) Borrower and Guarantor shall execute or cause the “Response Date”), advise the execution of all documents reasonably required by Administrative Agent to evidence the Extension Option, and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, title insurance endorsements showing no encumbrances or liens with respect to the Properties other than Permitted Liens;
(d) Borrower shall pay an extension fee to Administrative Agent, for the benefit of each Lender, on the first (1st) day of the extension period date, in writing an amount equal to aggregate amount of each Lender’s Revolving Commitment (whether or not such Lender agrees utilized) as of the day immediately prior to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing then current Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in before giving effect prior to such extension), multiplied by fifteen one-hundredths of one percent (0.15%);
(e) All costs and expenses (including reasonable attorneys’ fees and expenses incurred by Administrative Agent and the Lenders in connection with the exercise of the Extension Option) shall be payable by Borrower on demand therefor; and
(f) As of the date of delivery of the Extension Request, and as of the then applicable Maturity Date, the Testing Debt Yield shall be at least equal to the Testing Debt Yield Hurdle and the Testing LTV shall be less than the Testing LTV Hurdle. Such compliance shall be evidenced by financial statements and reports delivered by Borrower at the time of its delivery of the Extension Request and, at Administrative Agent’s election, Borrower shall deliver updated Appraisals (for all Appraisals with effective dates prior to the date that is one year prior to the then applicable Maturity Date) evidencing the recalculated Testing LTV.
Appears in 1 contract
Sources: Revolving Loan Agreement (RREEF Property Trust, Inc.)
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days and not more than 75 days prior to August 12 in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”)any year, request that the Lenders extend the Existing Maturity Date to the first anniversary for an additional period of such Existing Maturity Date one year (or, if in the case of any Lender whose Maturity Date shall be earlier than that of other Lenders, to the date to which the Maturity Date applicable to such date other Lenders is not a Business Day, the immediately preceding Business Dayto be extended). Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Agent’s receipt of the Borrower’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any other Lender to so agree, and it is understood that no Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall have any obligation whatsoever terminate on the Maturity Date in effect for such Lender prior to agree giving effect to any request such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the Borrower for an extension account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date Date, the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Competitive Loans shall not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Date Extension Request, and any such extensionreplacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the Restatement Effective Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer, the controller or the treasurer of the Borrower.
Appears in 1 contract
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Sunoco Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that (a) not more than a single extension of the first anniversary of such Existing Maturity Date may be effected in any period of 12 consecutive months and there shall be no more than two extensions of the Maturity Date pursuant to this Section 2.05 and (or, if such date is not a Business Dayb) after giving effect to any extension, the immediately preceding Business Day)Maturity Date may not be more than five years after the applicable Extension Closing Date. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extension. Each extension (each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred agreeing to herein as a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-extending Extending Lender”; provided, that any ). Any Lender that does has not advise so advised the Borrower and the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to have declined to agree to such extension and shall be a Non-extending Extending Lender; provided that a Non- Extending Lender (other than a Defaulting Lender) may, with the written consent of the Borrower, elect to become an Extending Lender by providing written notice of such election to the Borrower and the Administrative Agent at any time prior to the applicable Existing Maturity Date. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request within the 20-day period described above, then, effective as of the Extension Closing Date with respect thereto, the Maturity Date shall, as to the Extending Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect (such Maturity Date theretofore in effect being called the “Existing Maturity Date”); provided that no extension of the Maturity Date pursuant to this Section 2.05 shall become effective unless on the date of the effectiveness thereof the conditions set forth in Section 7.02(b) (without giving effect to the parenthetical therein and with references therein to a Borrowing being deemed to be references to such extension, and with Section 6.05(a) being deemed for this purpose to refer to the most recent financial statements delivered pursuant to Sections 8.03(a) and 8.03(b)) shall be satisfied and no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by a Financial Officer of the Borrower (the first date on which such consent of the Required Lenders to such extension is obtained and the conditions specified in this proviso are satisfied with respect to such extension being called the “Extension Closing Date”). The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election Commitment of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Non-Extending Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of terminate on the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, principal amount of any outstanding Loans made by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Extending Lenders, then the Existing Maturity Date shall not be extended together with any accrued interest thereon and the outstanding principal balance of all Loans any accrued fees and other amounts payable hereunder to or for the account of the Non-Extending Lenders hereunder, shall be payabledue and payable on the Existing Maturity Date, and the Commitments shall terminate, on the Existing Maturity Date the Borrower shall also make such other prepayments of the Loans pursuant to Section 5.06 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, the Non-Extending Lenders pursuant to this sentence, the aggregate Revolving Credit Exposures would not exceed the Aggregate Commitments. The Borrower shall have the right, pursuant to Section 5.14(b), at any time on or prior to the applicable Existing Maturity Date to replace any Non-Extending Lender with one or more Lenders or other financial institutions that will agree to the applicable Maturity Date Extension Request, and each such extensionreplacement Lender or financial institution shall for all purposes hereof constitute an Extending Lender. Notwithstanding the foregoing, the Revolving Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit issued or to be issued by any Issuing Lender, will not be extended without the prior written consent of such Issuing Lender.
Appears in 1 contract
Sources: Revolving Credit Agreement (Zimmer Biomet Holdings, Inc.)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the LendersLenders of the applicable Class), not less than 60 days in advance of the Revolving Credit Maturity Date in effect at such time (the “Existing Revolving Credit Maturity Date”) or the Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity Date”; any reference to the “Existing Maturity Date” in this Section 2.22 shall mean the Existing Revolving Credit Maturity Date or the Existing Term Loan Maturity Date, as the context requires), as the case may be, request that the Lenders of the applicable Class extend the applicable Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each LenderLender of the applicable Class, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to the requested extension. Each Lender of the applicable Class that advises the Administrative Agent that it will not extend the applicable Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender of the applicable Class that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender of the applicable Class that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending LenderLender in respect of the applicable Extension Request. The Administrative Agent shall notify the Borrower, in writing, of the applicable Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Revolving Credit Maturity Date and the Term Loan Maturity Date may each be extended no more than two times one time pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The At any time not more than 90 days and less than 60 days prior to the date which is one year prior to the then current Maturity Date, the Borrower may, by delivering an Extension Request written request to the Administrative Agent (who shall promptly deliver a copy to each for the purposes of the Lenders)this Section 9.2, not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity DateExtension Request”), request that the Lenders extend the Existing then current Maturity Date to be extended for a further period of two years from the first anniversary of such Existing then current Maturity Date (or, if at such date is not a Business Day, time. A copy of the immediately preceding Business Day)Extension Request shall be provided by the Agent to each of the Lenders in accordance with Section 14.18. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent given (for the purposes of this Section 9.2, the “Extension Response Notice”), not later than 25 days prior to the date which is one year prior to the then current Maturity Date (for the purposes of this Section 9.2, the “Extension Response Period”), approve or decline the Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to have declined the Extension Request. If Lenders with Individual Commitments that is in the 20th day after aggregate are equal to or greater than 70% of the date aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, Borrower and the Lenders of such approval and confirm the new Maturity Date. If Lenders with Individual Commitments with respect to the Credit Facility that in writing, the aggregate are less than 70% of the Lenders’ elections promptly following aggregate Individual Commitments of all Lenders approve the Response Date. The election of any Lender to agree to such an extension Extension Request, the Agent shall notify the Borrower and the Lenders that the Maturity Date shall not obligate any other Lender to so agreebe extended, and it is understood that no Lender the aggregate credit outstanding under the Credit Facility, together with all accrued but unpaid interest thereon and all accrued but unpaid fees with respect thereto, shall have any obligation whatsoever to agree to any request made be repaid in full by the Borrower for an extension of to the Existing Lenders on the Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) If Lenders with Individual Commitments that in the aggregate are equal to or greater than 70% but less than 100% of the aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request within the Extension Response Period (for the purposes of this Section 9.2, the “Approving Lenders”), the following shall apply:
(i) IfOn or before the second Business Day after the Extension Response Period, the Agent shall give written notice (for the purposes of this Section 9.2, the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Extension Request (for the purposes of this Section 9.2, the “Declining Lenders”) and their respective Individual Commitments with respect to the Credit Facility.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility (for the purposes of this Section 9.2, all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (for the purposes of this Section 9.2, an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (for the purposes of this Section 9.2, the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (for the purposes of this Section 9.2, such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Agent or if more than one Approving Lender gives an Acquisition Notice to the Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility. If more than one Approving Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Business Day following the Acquisition Deadline, the Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof available to be acquired by each Approving Lender. Each of such acquisitions shall be completed on the date which is one year prior to the then current Maturity Date (without giving effect to any extension thereof) in accordance with the procedures set out in Section 15.6(c). If the Available Amount is not completely acquired by the Response DateApproving Lenders, Lenders holding Commitments that aggregate 50% the Borrower may locate other Persons (for the purposes of this Section 9.2, “Substitute Lenders”) who qualify as Lenders, are satisfactory to the Agent, acting reasonably, and who acquire all or more a portion of the Aggregate Commitment shall constitute Non-extending Lenders, balance of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility on the date which is one year prior to the then the Existing current Maturity Date (without giving effect to any extension thereof) in accordance with the procedures set out in Section 15.6(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall not be extended repaid and the outstanding principal balance Individual Commitments of all Loans and other amounts payable hereunder the Declining Lenders not so acquired shall be payable, cancelled on the date which is one year prior to the then current Maturity Date (without giving effect to the Extension Request) and the amount of the Credit Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall terminatecomply with Section 8.4 in connection with any such prepayment. As concerns any Bankers’ Acceptances or BA Rate Loans that otherwise would be subject to prepayment pursuant to this Section 9.2(b)(ii), on the Existing Maturity Date in effect prior Borrower shall forthwith pay to the Agent an amount equal to the aggregate of the aggregate face amount of such Bankers’ Acceptances and the aggregate principal amount of such BA Rate Loans, such amount to be held by the Agent against any amount owing by the Borrower to such extensionDeclining Lenders in respect of such Bankers’ Acceptances and BA Rate Loans. Any such amount paid to the Agent shall be held on deposit by the Agent until the maturity date of such Bankers’ Acceptances or BA Rate Loans, at which time it shall be applied against the indebtedness of the Borrower to such Declining Lenders thereunder. While on deposit with the Agent, such amount shall bear interest at the rate applicable to short term deposits. As concerns any Letter that otherwise would be subject to prepayment pursuant to this Section 9.2(b)(ii), the Borrower shall forthwith pay to the Agent or the Fronting Lender, as the case may be, an amount equal to the aggregate contingent liability of the relevant Declining Lenders under such Letter, such amount to be held by the Agent or the Fronting Lender, as the case may be, subject to Section 13.2.
Appears in 1 contract
Sources: Credit Agreement (Fortis Inc.)
Extension of Maturity Date. (a) The Borrower Company may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 75 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary for an additional period of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)one year. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Company and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request, or if such date is not a Business Day, Request from the immediately following Business Day (the “Response Date”)Company, advise the Administrative Agent in writing Company whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Company and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, (i) such Issuing Bank or the Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or the Swingline Lender, as applicable, hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such time), and (ii) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.02(a)) and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the LendersLenders of the applicable Class), not less than 60 days in advance of the Revolving Credit Maturity Date in effect at such time (the “Existing Revolving Credit Maturity Date”) or the Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity Date”; any reference to the “Existing Maturity Date” in this Section 2.22 shall mean the Existing Revolving Credit Maturity Date or the Existing Term Loan Maturity Date, as the context requires), as the case may be, request that the Lenders of the applicable Class extend the applicable Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each LenderLender of the applicable Class, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender of the applicable Class that advises the Administrative Agent that it will not extend the applicable Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender of the applicable Class that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender of the applicable Class that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending LenderLender in respect of the applicable Extension Request. The Administrative Agent shall notify the Borrower, in writing, of the applicable Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Revolving Credit Maturity Date and the Term Loan Maturity Date may each be extended no more than two times one time pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower maymay at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date, by delivering an Extension Request notice to the Administrative Agent (who shall promptly deliver a copy to each of notify the Lenders), not less than 60 days in advance of the request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Maturity Date in effect at such time (the “Existing Maturity Date”), request ) to the date that the Lenders extend the is 366 days after such Lender’s Existing Maturity Date; provided that if any requested Extension Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, such Extension Date shall be the immediately preceding succeeding Business Day). .
(b) Each Lender, acting in its sole and individual discretion, shall, by written notice to the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the 20th day Administrative Agent may agree in its reasonable discretion) after the date of on which the Extension Request, or if such date is not a Business Day, Administrative Agent received the immediately following Business Day Borrower’s extension request (the “Response Lender Notice Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extensionsuch extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”). Each Lender that advises the Administrative Agent that it will determines not to so extend the Existing its Maturity Date is referred to herein as (a “Non-extending Extending Lender”; provided) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), that and any Lender that does not so advise the Administrative Agent of its consent to such requested extension by on or before the Response Date and any Lender that is a Defaulting Lender on the Response Notice Date shall be deemed to be a Non-extending Extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Extension Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Extension Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Extension Lenders shall, effective on or before the Maturity Date for such Non-Extending Lender, take an assignment of loans (and, if any such Additional Extension Lender is already a Lender, its Loans shall be in addition to such Lender’s Loans hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Extension Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Loans of the Lenders that have agreed to extend their Maturity Date is more than 50% of the aggregate amount of the Loans outstanding in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Lender and of each Additional Extension Lender shall be extended to the date that is one year after the Existing Maturity Date. The Date (except that, if such date is not a Business Day, such Maturity Date may as so extended shall be extended the immediately preceding Business Day) and each Additional Extension Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder.
(f) Notwithstanding the foregoing, (x) no more than two times one (1) extension of the Maturity Date shall be permitted and (y) any extension of any Maturity Date pursuant to this Section 2.22.2.16 shall not be effective with respect to any Extending Lender unless:
(b) (i) If, there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Response Date, Lenders holding Commitments that aggregate 50% Borrower contained herein shall be true and correct in all material respects (or more in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the Aggregate Commitment applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall constitute Non-extending Lenders, then have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Existing Maturity Date Administrative Agent shall not be extended have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and resolutions adopted by the Commitments shall terminate, on the Existing Maturity Date in effect prior Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Maturity Date without giving effect to such extension request.
(h) On the Maturity Date of each Non-Extending Lender, the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Loans ratable with any revised Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Loans (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower maymay at any time and from time to time, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), request that the Lenders extend the Existing Maturity Date (as defined below) to the date that is one year after such Existing Maturity Date; provided that (i) such extensions can only be exercised once every 12 months; (ii) the tenor of this Agreement cannot less than 60 days in advance exceed five years from the date of effectiveness of any extension and (iii) such extensions cannot be exercised if the Maturity Date Date, in effect at such time (the “Existing Maturity Date”), request that is within one year of the Lenders extend date of the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Extension Request. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower mayAt least 60 days but not more than 90 days prior to any anniversary of the Effective Date (the “Applicable Anniversary”), the Borrower, by delivering an Extension Request written notice to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders)Agent, not less than 60 days in advance may request an extension of the Maturity Date in effect at such time by one year from its then scheduled expiration (the “Existing Maturity Date”which request may be conditioned on a minimum level of Commitments from Extension Consenting Lenders and New Lenders), request ; provided that the Lenders extend the Existing Maturity Date to the first anniversary shall not be extended more than twice. The Administrative Agent shall promptly notify each Lender of such Existing Maturity Date (orrequest, if such date is not a Business Dayand each Lender shall in turn, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than 30 days prior to the date that is Applicable Anniversary, notify the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise Borrower and the Administrative Agent in writing as to whether or not such Lender agrees will consent to the requested such extension. Each If any Lender that advises shall fail to notify the Administrative Agent that it will not extend and the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent Borrower in writing of its consent to any such requested request for extension by of the Response Maturity Date and any at least 30 days prior to the Applicable Anniversary, such Lender that is a Defaulting Lender on the Response Date shall be deemed to be a an Extension Non-extending LenderConsenting Lender with respect to such request. The Administrative Agent shall notify the Borrower, in writing, Borrower not later than 25 days prior to the Applicable Anniversary of the Lenders’ elections promptly following decision of the Response Date. The election of any Lender to agree to such Lenders regarding the Borrower’s request for an extension of the Maturity Date.
(b) If all the Lenders consent in writing to any such request in accordance with Section 2.22(a), the Maturity Date in effect at such time shall, effective as at the Applicable Anniversary (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with Section 2.22(a), the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to Section 2.22(d), be extended as to those Lenders that so consented (each a “Extension Consenting Lender”) but shall not obligate be extended as to any other Lender (each a “Extension Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to so agreeany Lender pursuant to this Section 2.22 and the Commitment of such Lender is not assumed in accordance with Section 2.22(c) on or prior to the applicable Extension Date, the Commitment of such Extension Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Extension Non-Consenting Lender’s rights under Sections 2.14, 2.16 and 9.03, and it its obligations under Section 8.08, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an any requested extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(bc) If less than all of the Lenders consent to any such request pursuant to Section 2.22(a), the Administrative Agent shall promptly so notify the Extension Consenting Lenders, and each Extension Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than ten days prior to the Extension Date of the amount of the Extension Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Extension Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Extension Non-Consenting Lenders, such Commitments shall be allocated among the Extension Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Extension Non-Consenting Lenders, the Borrower may arrange for one or more Extension Consenting Lenders or other Eligible Assignees as New Lenders to assume, effective as of the Extension Date, any Extension Non-Consenting Lender’s Commitment and all of the obligations of such Extension Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Extension Non-Consenting Lender; provided, however, that the amount of the Commitment of any such New Lender as a result of such substitution shall in no event be less than $20,000,000 unless the amount of the Commitment of such Extension Non-Consenting Lender is less than $20,000,000, in which case such New Lender shall assume all of such lesser amount; and provided further that:
(i) Ifany such Extension Consenting Lender or New Lender shall have paid to such Extension Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Borrowings, if any, of such Extension Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Extension Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Extension Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Extension Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Extension Non-Consenting Lender;
(iii) with respect to any such New Lender, the applicable processing and recordation fee required under Section 9.05 for such assignment shall have been paid; and
(iv) each Issuing Bank shall have consented to any such assignment to a New Lender. provided further that such Extension Non-Consenting Lender’s rights under Sections 2.14, 2.16 and 9.03, and its obligations under Section 8.08, shall survive such substitution as to matters occurring prior to the date of substitution. At least five Business Days prior to any Extension Date, (A) each such New Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such New Lender, such Extension Non-Consenting Lender, the Borrower and the Administrative Agent and (B) any such Extension Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Extension Consenting Lender or New Lender, as of the Extension Date, will be substituted for such Extension Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Extension Non-Consenting Lender hereunder shall, by the Response provisions hereof, be released and discharged.
(d) If (after giving effect to any assignments or assumptions pursuant to Section 2.22(c)) Lenders having Commitments equal to more than 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, Lenders holding Commitments that aggregate 50% or more the Administrative Agent shall so notify the Borrower, and, subject to the satisfaction of the Aggregate Commitment applicable conditions in Section 3.02, the Maturity Date for each Extension Consenting Lender and each New Lender then in effect shall constitute be extended for the additional one year period as described in Section 2.22(b); provided that the Maturity Date for each Extension Non-extending Lenders, then the Existing Maturity Date Consenting Lender shall not be extended and so extended. Promptly following each Extension Date, the outstanding principal balance Administrative Agent shall notify the Lenders (including, without limitation, each New Lender) of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on extension of the Existing scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such extensionExtension Consenting Lender and each such New Lender. On and after each Extension Date, the Applicable Percentage of each Lender’s participation in Letter of Credit Commitments shall be calculated after giving effect to the Commitments of the Lenders after the occurrence of such Extension Date.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Company may, by delivering sending an Extension Request Letter to the Administrative Agent (who in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days in advance prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of such Existing the Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)then in effect. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later more than the date that is the 20th day 20 days after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”)Letter, advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each such extension (each Lender that so advises the Administrative Agent that it will not extend the Existing Maturity Date is Date, being referred to herein as a “Non-extending Lender”); provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on 20th day after the Response Date date of the Extension Letter shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, If Lenders holding Commitments that aggregate more than 50% or more of the Aggregate Commitment total Commitments on the 20th day after the date of the Extension Letter shall constitute Non-extending Lendersnot have agreed to extend the Maturity Date, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, payable on such Maturity Date.
(ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments shall terminate, on the Existing 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
(c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in SECTION 8.4.) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”); provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of SECTION 4.2. shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and the Administrative Agent shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Bristol Myers Squibb Co)
Extension of Maturity Date. (a) The Borrower mayNo earlier than 90 days prior and no later than 30 days prior to each anniversary of the Closing Date, by delivering an Extension Request upon notice to the Administrative Agent (who which shall promptly deliver a copy to each promptly, but in any event within three (3) Business Days after receipt of such notice, notify the LendersLenders and the Issuing Banks of such notice), not less than 60 days in advance the Borrower may request an extension of the Maturity Date then in effect at (an “Extension Request”) for an additional one-year period; provided that no more than two of such one-year extensions shall be permitted hereunder. Within 20 days of delivery of such Extension Request, each Lender and each Issuing Bank shall notify the Administrative Agent and Borrower whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s or such Issuing Bank’s, as applicable, sole and absolute discretion). Any Non-Defaulting Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had been a Declining Lender with respect to a previous Extension Request. The Administrative Agent shall promptly notify Borrower, the Lenders and the Issuing Banks of the Lenders’ and the Issuing Banks’ responses.
(b) Each Lender and each Issuing Bank that agrees in its sole discretion to extend its Commitment (each, an “Extending Lender”) shall notify the Administrative Agent within such time (period of its agreement to extend its Commitment. The Commitment of any Lender and the “Existing Maturity Date”), Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrower’s request that for an extension of the Lenders extend the Existing Maturity Date within such time period (a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender or Issuing Bank, as applicable (without regard to any extension by other Lenders or Issuing Banks) and on such date the first anniversary aggregate Commitments of such Existing all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on the Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice without giving effect to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request) except to the extent one or more Eligible Assignees shall have agreed to assume such Commitments hereunder in accordance with Section 2.19(b) (each, or if such date is not a Business Day, the immediately following Business Day (the “Response DateReplacement Lender”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, each Lender and each Issuing Bank of the Lenders’ elections promptly following the Response Dateand Issuing Banks’ responses to each request made hereunder. The election Borrower shall pay in full the unpaid principal amount of any Lender all Loans owing to agree each Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement and all other amounts due to such an extension Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date (without giving effect to the Extension Request) or the earlier replacement of such Declining Lender pursuant to Section 2.19(b).
(c) The Maturity Date shall not obligate be extended as to Extending Lenders only if (x) Required Lenders (calculated after giving effect to any other Lender replacements of Lenders permitted herein) have consented to so agreethe Extension Request; provided that the Commitment or Letter of Credit Commitment, and it is understood that no as applicable, of each Extending Lender shall have any obligation whatsoever be on the same terms and conditions as the Commitment of each other Extending Lender and (y) on the Extension Effective Date (as defined herein), (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments (other than Letter of Credit Commitments of Declining Lenders) at such time and (ii) the Aggregate Outstanding Credit Exposure does not exceed the Aggregate Commitments (calculated excluding Commitments of Declining Lenders). For each such Extension Request, if so approved, the Maturity Date (such existing Maturity Date being the “Extension Effective Date”), as to agree Extending Lenders (irrespective of whether such Lender previously had been a Declining Lender), shall be extended by one year. With respect to any request made previously Declining Lender who is a Extending Lender with respect to a current Extension Request, by the Borrower for an giving its consent, such Extending Lender shall be approving each requested extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times as to which it was a Declining Lender. Declining Lenders shall remain Lenders or Issuing Banks, as applicable, until the Maturity Date applicable to such Lender or Issuing Bank. Upon satisfaction of the conditions precedent provided in the next sentence, the Administrative Agent and Borrower shall promptly confirm to the Lenders and the Issuing Banks any extension of the Maturity Date pursuant to this Section 2.222.04, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the extended Maturity Date with respect to the Extending Lenders. As a condition precedent to such extension, Borrower shall deliver to the Administrative Agent a certificate of Borrower dated as of the Extension Confirmation Date signed by a Responsible Officer of Borrower certifying that, as of the Extension Confirmation Date, (i) before and after giving effect to such extension, the representations and warranties set forth in this Agreement are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as written, including the materiality qualifier) on and as of such date (other than those representations and warranties that expressly relate to a specific earlier date, which are true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date as written, including the materiality qualifier)) and (ii) before and after giving effect to such extension, no Default or Event of Default has occurred and is continuing.
(bd) If the Maturity Date is extended in accordance with this Section, (i) If, the Administrative Agent shall record in the Register any Replacement Lender’s information as provided pursuant to an Administrative Questionnaire that shall be executed and delivered by such Replacement Lender to the Response Administrative Agent on or before such Extension Effective Date, (ii) Schedule 2.01 hereof shall be amended and restated to set forth all Revolving Lenders holding (including any Replacement Lenders) and Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (and their respective Commitments and Letter of Credit Commitments) after giving effect to such extension and the Administrative Agent shall distribute to each Lender (including each Replacement Lender) and each Issuing Bank a copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that aggregate 50% or more complies with the provisions of this Section 2.04 shall be a “Lender” for all purposes under this Agreement, (iv) all calculations and payments of interest on the Loans shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time, and (v) each Lender’s share of the Aggregate LC Exposure and obligation to participate in Swing Line Loans on such date shall automatically be deemed to equal such Lender’s Applicable Percentage of the LC Exposure (such Applicable Percentage for such Lender to be determined as of such Extension Effective Date in accordance with its Commitment shall constitute Non-extending on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, then as applicable, without further action by any party.
(e) If as a result of any extension of the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing in accordance with this Section 2.04 there is more than one Maturity Date in effect prior at any time, the Borrower and the Administrative Agent may make such amendments to such extensionthis Agreement as may be necessary to ensure the pro rata treatment in accordance with Section 2.18(c) in respect of all Borrowings and Loans hereunder.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent (such notice being an "Extension Notice") given not at any time, from time to time but in any event, no later than 45 days prior to the date that is the 20th day after Maturity Date then in effect (the date of such notice, the "Notice Date"), request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Request, or if such date is not a Business Day, the immediately following Business Day Notice (the “Response "Extended Maturity Date”"), advise . The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Administrative Agent in writing whether or not it wishes to extend the then applicable Maturity Date no later than twenty days after the Notice Date, and any such notice given by a Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein Agent, once given, shall be irrevocable as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower of each Lender's notice that it wishes to extend (each, an "Extension Acceptance Notice"). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower's request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as "Continuing Lenders", and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as "Non-Extending Lenders". If the Required Lenders have elected (in writingtheir sole and absolute discretion) to so extend the Maturity Date, the Administrative Agent shall notify the Borrower of such election by such Required Lenders no later than five days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Borrower (the "Extension Date"), the Maturity Date shall be automatically and immediately so extended to the Extended Maturity Date. No extension will be permitted hereunder without the consent of the Lenders’ elections promptly following Required Lenders and in no event shall the Response period from the Extension Date to the Extended Maturity Date exceed five years. Upon the delivery of an Extension Notice and upon the extension of the Maturity Date pursuant to this Section 2.07, the Borrower shall be deemed to have represented and warranted on and as of the Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. The election of any Lender Notwithstanding anything contained in this Agreement to agree to such an extension shall not obligate any other Lender to so agreethe contrary, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by extend the Borrower for an extension of the Existing Maturity Date. The , and each Lender may at its option, unconditionally and without cause, decline to extend the Maturity Date may be extended no more than two times pursuant to this Section 2.22Date.
(b) (i) If, by If the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be have been extended and in accordance with Section 2.07(a), all references herein to the outstanding principal balance of all Loans and other amounts payable hereunder "Maturity Date" shall be payable, and refer to the Commitments shall terminate, on the Existing Extended Maturity Date in effect prior to such extensionDate.
Appears in 1 contract
Sources: Credit Agreement (Borgwarner Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”)prior to April 2, 2021, request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that, only one such extension will be granted during the first anniversary tenure of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)credit facility. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Agent’s receipt of the Borrower’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance of all Loans and other amounts payable hereunder date that is 364 days following the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the total Credit Exposures shall not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through Section 4.01(d), giving effect to such extension and (ii) on April 2, 2021, (A) the conditions set forth in Section 4.02 shall be satisfied, (B) there has been no change since December 31, 2019 that has resulted in a Material Adverse Effect that is continuing and (C) the Administrative Agent shall have received a certificate to that effect dated such date and executed by the President, a Vice President or a Financial Officer of the Borrower.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Pioneer Natural Resources Co)
Extension of Maturity Date. (a) The Borrower Company may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 85 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that there shall be no more than two extensions of the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)pursuant to this Section. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Company and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Company whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “ Consenting Lender ”, and each Lender declining to agree to a requested extension being called a “ Declining Lender ”). Each Any Lender that advises has not so advised the Company and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “ Existing Maturity Date ”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (without giving effect to the parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.
Appears in 1 contract
Sources: Credit Agreement (Brown Forman Corp)
Extension of Maturity Date. Borrower shall have two (a2) The Borrower may, by delivering options (each such option is hereafter an "Extension Request Option") to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of extend the Maturity Date as set forth in effect at such time (the “Existing Maturity Date”)this Section 2.4. The first Extension Option, request that the Lenders if exercised by Borrower pursuant to this Section 2.4, shall automatically extend the Existing Maturity Date from the Initial Maturity Date to the First Extended Maturity Date. If Borrower has exercised the first anniversary of such Existing Extension Option described in the preceding sentence to extend the Maturity Date (orto the First Extended Maturity Date, if such date is not Borrower shall have a Business Day, second Extension Option to extend the immediately preceding Business Day)Maturity Date from the First Extended Maturity Date to the Second Extended Maturity Date. Each exercise of the Extension Options set forth in this Section 2.4 shall be subject to the satisfaction of the following terms and conditions:
(a) Mortgage Borrower shall have extended the Mortgage Loan pursuant to and in accordance with Section 2.4 of the Mortgage Loan Agreement;
(b) no Event of Default shall have occurred and be continuing on the date that Borrower exercises the Extension Option or on the then-applicable Maturity Date;
(c) Borrower shall obtain and deliver to Lender, acting in its sole discretion, shall, by written notice not later than five (5) Business Days prior to first day of the term of the Loan as extended pursuant to the Administrative Agent given Extension Option then being exercised, one or more Replacement Interest Rate Cap Agreements, which Replacement Interest Rate Cap Agreement shall (i) satisfy the requirements set forth on Schedule VII, (ii) be otherwise reasonably acceptable to Lender, (iii) be effective not later than the effective date that is of such Extension Option then being exercised and (iv) have a maturity date not earlier than the 20th day after Maturity Date as extended pursuant to the Extension Option then being exercised by Borrower;
(d) Borrower shall notify Lender of its election to exercise the applicable Extension Option not later than thirty (30) days prior to the date of the Extension Request, or if such date Loan is not a Business Day, the immediately following Business Day then scheduled to mature; and
(the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender e) Borrower shall have any obligation whatsoever paid to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminateLender, on the Existing Maturity Date in effect prior to effective date of such extensionExtension Option then being exercised, the applicable Extension Fee.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Prime Group Realty Trust)
Extension of Maturity Date. (a) The Borrower Borrowers may, by delivering an Extension Request to at their option, extend the Administrative Agent (who shall promptly deliver a copy to each term of the Lenders), not less than 60 days in advance of Loans beyond the Initial Maturity Date in effect at such time for two (2) successive terms (the “Existing Extension Options”) of one (1) year each (each, an “Extension Period”) to (y) April 25, 2020 if the first Extension Option is exercised and (z) April 25, 2021 if the second Extension Option is exercised (each such date, the “Extended Maturity Date”) upon the satisfaction of the following terms and conditions:
(1) Borrowers shall have notified Administrative Agent in writing (which notice shall be revocable, but Borrowers shall pay Breakage Costs if such notice is revoked) (the “Extension Notice”), request that the Lenders extend the Existing Maturity Date of Borrowers’ exercise of such option between one hundred eighty (180) days and one hundred twenty (120) days prior to the then scheduled Maturity Date, provided that if the Appraisal Election was made by the Required Lenders in connection with the first anniversary of such Existing Maturity Date Extension Option, then in connection with the second Extension Option, Borrowers shall provide the Extension Notice between one hundred twenty (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice 120) days and sixty (60) days prior to the Administrative Agent given not later than the date that is the 20th day after then scheduled Maturity Date;
(2) No Potential Default, Event of Default or Financial Covenants Trigger Event shall exist as of the date of the Extension RequestNotice, as of the original Maturity Date or if such date would result from the extension of the maturity of the Loans for the applicable Extension Period;
(3) The Debt Service Coverage Ratio for the trailing twelve (12) month period that ended as of the last day of the calendar quarter ending immediately prior to the then scheduled Maturity Date (or the last day of the prior calendar quarter to the extent required financial information is not a Business Day, yet available to Borrower for the immediately following Business Day prior ended calendar quarter) shall be equal to or greater than (a) with respect to the first Extension Option, 1.35:1.00, and (b) with respect to the second Extension Option, 1.40:1:00, and Administrative Agent shall, in each case, have received evidence of the same that is reasonably satisfactory to Administrative Agent;
(4) In connection with either the first or the second Extension Option (but not both), if elected by the Required Lenders in the manner set forth below, Administrative Agent shall, upon prior written notice to Borrowers and at Borrowers’ sole cost and expense, order a new Appraisal in form and substance reasonably acceptable solely to Administrative Agent for each Remaining Individual Property to determine the Loan to Value Ratio as of the date of such Appraisals (the “Response DateAppraisal Election”)) and, advise if the Appraisal Election is made with respect to such Extension Option, such Loan to Value Ratio shall be no greater than 65%;
(5) On the first (1st) day of the applicable Extension Period then being exercised, Borrowers shall have obtained and delivered or cause to be obtained and delivered to Administrative Agent prior to the first day of the applicable Extension Period (a) one or more replacement Hedge Agreements which meet the requirements contained in the Hedge Agreement Pledge which shall be effective on or before the beginning of the applicable Extension Period and shall have a maturity date not earlier than the end of the applicable Extension Period, and (b) the other deliverables described in Section 9.27;
(6) If any Letters of Credit are in the possession of Administrative Agent, the expiration date of such Letters of Credit shall be extended to a date which is thirty (30) days beyond the end of the Extension Period;
(7) Whether or not the extension becomes effective, Borrower shall have paid all actual and reasonable out‑of‑pocket costs and expenses incurred by Administrative Agent in writing connection with the proposed extension (pre‑ and post‑closing), including appraisal fees and legal fees; all such actual and reasonable out‑of‑pocket costs and expenses shall be due and payable upon demand, and any failure to pay such amounts shall constitute a default under this Agreement and the Loan Documents;
(8) Not later than the Initial Maturity Date, with respect to the first Extension Option, or the first Extended Maturity Date, with respect to the second Extension Option, the extension shall have been documented to Administrative Agent’s reasonable satisfaction and consented to by Borrowers, Administrative Agent and all the Lenders, including the execution and delivery by each Guarantor of a reaffirmation of its obligations under the Guaranty;
(9) Borrower shall have delivered standard flood hazard determinations for each Individual Property and, if any such determination shows that an Individual Property has special flood or mudslide hazards, the applicable Borrower shall have delivered (a) evidence as to whether the community in which such Individual Property is located is participating in the National Flood Insurance Program, (b) the applicable Borrower's written acknowledgments of receipt of written notification from Administration Agent as to the fact that such Individual Property has special flood or not mudslide hazards and as to whether the community in which each such Individual Property is located is participating in the National Flood Insurance Program, and (c) evidence of Flood Insurance meeting the requirements of Section 3.1(1)(g);
(10) Borrower shall have paid to Administrative Agent (for the benefit of the Lenders in accordance with their proportionate shares) the applicable Extension Fee. With respect to the Appraisal Election, upon Administrative Agent’s receipt of an Extension Notice (other than, if the Appraisal Election was exercised in connection with the first Extension Option, in the case of the second Extension Option), Administrative Agent shall notify each Lender of such Extension Notice and seek such Lender’s response as to whether such Lender agrees wishes to vote in favor of exercising the requested extensionAppraisal Election. Each If a Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred shall fail to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the respond to such notice within ten (10) Business Days following delivery by Administrative Agent of its consent to such requested extension notice, in determining whether such Appraisal Election has been elected by the Response Date and any Required Lenders, such Lender that is a Defaulting Lender on shall be deemed not to require an Appraisal Election. Administrative Agent shall notify Borrowers of whether the Response Date Required Lenders have voted to exercise the Appraisal Election within fifteen (15) Business Days following Administrative Agent’s receipt of such Extension Notice. Failure by Administrative Agent to notify Borrowers within such time period shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, waiver of the Appraisal Election by the Lenders’ elections promptly following . For the Response Dateavoidance of doubt, any waiver or deemed waiver of the Appraisal Election with respect to the first Extension Option shall not preclude the right of the Required Lenders to exercise their right to an Appraisal Election with respect to the second Extension Option. The election of any Lender to agree to such an Each extension shall not obligate any be otherwise subject to all of the other Lender to so agree, terms and it is understood that no Lender provisions of this Agreement and the other Loan Documents. Borrowers shall have any obligation whatsoever no right to agree to any request made exercise the second Extension Option if the first Extension Option has not been timely exercised by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Borrowers hereunder.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Company may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 85 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that there shall be no more than two extensions of the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)pursuant to this Section. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Company and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Company whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Company and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (without giving effect to the parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.
Appears in 1 contract
Sources: Credit Agreement (Brown Forman Corp)
Extension of Maturity Date. (a) The Borrower At any time not earlier than August 31 of each year nor later than September 30 of each year, the Borrowers may, by delivering an Extension Request written request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity DateExtension Request”), request that the Lenders this agreement be amended to extend the Existing then current Maturity Date to a date one year later than the first anniversary then current Maturity Date. A copy of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Extension Request shall be provided by the Administrative Agent to each of the Lenders in accordance with Section 14.18. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent given (the “Extension Response Notice”), not later than 25 days prior to date which is two years prior to the date that is then current Maturity Date (the 20th day after “Extension Response Period”), approve or decline the date of Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to have declined the Extension Request. If the Majority Lenders approve the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrowers and the Lenders of such approval and confirm the new Maturity Date, in writing, of which new Maturity Date shall become effective on and from the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing then current Maturity Date. The If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrowers and the Lenders and the Maturity Date may shall not be extended no more than two times pursuant to this Section 2.22extended.
(b) If the Majority Lenders but less than all of the Lenders approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply:
(i) IfOn or before the second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrowers and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments.
(ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisition shall be completed on the date which is two years prior to the then current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). If the Available Amount is not completely acquired by the Response DateApproving Lenders, Lenders holding Commitments that aggregate 50% the Borrowers may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent and the Issuing Lenders, acting reasonably, and who acquire all or more a portion of the Aggregate Commitment shall constitute Non-extending Lenders, balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is two years prior to the then the Existing current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders or Substitute Lenders shall not be extended remain outstanding hereunder subject to the terms and the outstanding principal balance of all Loans and other amounts payable hereunder conditions hereof but shall be payable, and repaid by the Commitments shall terminate, Borrowers to the Declining Lender in full on the Existing then current Maturity Date in (without giving effect prior to such extensionthe Extension Request).
Appears in 1 contract
Sources: Credit Agreement (New Gold Inc. /FI)
Extension of Maturity Date. (a) The Borrower mayIf no Default or Potential Default exists, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver then Borrowers may request a copy to each of the Lenders), not less than 60 days in advance one-year extension of the Maturity Date by making such request in effect at such time writing (an "EXTENSION REQUEST") to each Agent between one hundred and fifty (150) and ninety (90) days prior to the “Existing original Maturity Date”), request that the Lenders extend the Existing . The original Maturity Date shall be extended for one (1) year only if (a) each Agent and each Lender consent in writing to such extension within thirty (30) days following the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date receipt of the Extension Request, or if such date is not a Business Dayand (b) Borrowers pay to Administrative Agent, for the account of Lenders, the immediately following Business Day (the “Response Date”extension fee set forth in SECTION 3.20(E), advise the Administrative . The failure to respond by any Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date an Extension Request shall be deemed to be a denial of such consent by such Person. If Lenders having a Pro Rata Share of at least eighty percent (80%) consent to such extension (such Lenders being "CONSENTING LENDERS" and the Lenders not consenting being "NON-CONSENTING LENDERS"), then the original Maturity Date shall be extended as to the Consenting Lenders. In such event, Borrowers may, on or before the original Maturity Date, effect one or more assignments from the Non-extending Lender. The Administrative Agent Consenting Lenders to a new Lender or Lenders pursuant to SECTION 13.11 who shall notify also consent to the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant Administrative Agent agrees to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more exercise its reasonable best efforts to assist Borrowers in identifying prospective assignees of the Aggregate Commitment shall constitute Non-extending Consenting Lenders' Commitments hereunder; provided, however, that Administrative Agent has no obligation to ensure that any such assignees will agree to purchase assignments from the Non-Consenting Lenders. If Borrowers fail to effect assignments from the Non-Consenting Lenders to a new Lender or Lenders, then Borrowers may elect to not extend the Existing original Maturity Date Date, as provided herein, by giving Agents written notice thereof within five (5) days prior to the original Maturity Date. In such event, Borrowers shall not be extended and required to pay the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date extension fee set forth in effect prior to such extensionSECTION 3.20(E).
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Company may, by delivering sending an Extension Request Letter to the Administrative Agent Citibank (who in which case Citibank shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days in advance prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Closing Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of such Existing the Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)then in effect. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent Citibank given not later more than the date that is the 20th day 20 days after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”)Letter, advise the Administrative Agent Citibank in writing whether or not such Lender agrees to the requested extension. Each such extension (each Lender that so advises the Administrative Agent Citibank that it will not extend the Existing Maturity Date is Date, being referred to herein as a “Non-extending Lender”); provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension Citibank by the Response Date and any Lender that is a Defaulting Lender on 20th day after the Response Date date of the Extension Letter shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, If Lenders holding Commitments that aggregate 50at least 51% or more of the Aggregate Commitment total Commitments on the 20th day after the date of the Extension Letter shall constitute Non-extending Lendersnot have agreed to extend the Maturity Date, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, payable on such Maturity Date.
(ii) If (and only if) Lenders holding Commitments that aggregate at least 51% of the total Commitments shall terminate, on the Existing 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
(c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of Citibank and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and Citibank shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.
Appears in 1 contract
Sources: Credit Facility Agreement (Bristol Myers Squibb Co)
Extension of Maturity Date. (a) The Not later than 30 days prior to each anniversary of the Third Amendment Effective Date, the Borrower may, by delivering an Extension Request upon notice to the Administrative Agent (who which shall promptly deliver a copy to each of notify the Lenders), request a one-year extension of the Maturity Date then in effect (an “Extension Request”); provided that (i) not less more than 60 one Extension Request may be made in any calendar year (and no Extension Request may be made prior to the first anniversary of the Third Amendment Effective Date) and (ii) there shall not be more than two extensions of the Maturity Date under this Section 2.10 since the Third Amendment Effective Date. Within 15 days of delivery of such Extension Request, each Lender shall notify the Administrative Agent and the Borrower whether or not it consents to such Extension Request (which consent may be given or withheld in advance such Lender’s sole and absolute discretion) (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Non-Consenting Lender”). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had not been a Consenting Lender with respect to a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such Extension Request. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses.
(b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender and prior to giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request. For each such Extension Request, if so approved, (i) the Maturity Date, as to Consenting Lenders (irrespective of whether such Lender previously had been a Non-Consenting Lender), shall be extended to the same date in the following year after giving effect to any prior extensions (such existing Maturity Date being the “Extension Effective Date”), and (ii) the Maturity Date, as to any Non-Consenting Lender, shall remain the Maturity Date in effect for such Non-Consenting Lender prior to the Extension Effective Date. With respect to any previously Non-Consenting Lender that is a Consenting Lender with respect to a current Extension Request, by giving its consent, such Consenting Lender shall be approving an extension of more than one year. Non-Consenting Lenders shall remain Lenders until the Maturity Date applicable to such Lenders, at which time (irrespective of the pro rata requirements under Sections 4.8 and 4.9 hereof) their Commitments shall terminate and the Borrower shall repay all Loans owing to such time Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Consenting Lenders hereunder, and shall make such other prepayments of the Loans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Consenting Lenders pursuant to this Section 2.10, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s Commitment and (ii) the total Revolving Credit Exposures shall not exceed the Total Commitment. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension of the Maturity Date, specifying the date of such confirmation (the “Existing Maturity Extension Confirmation Date”), request that the Lenders extend Extension Effective Date, and the Existing extended Maturity Date with respect to the first anniversary of Consenting Lenders. As a condition precedent to such Existing Maturity Date (or, if such date is not a Business Dayextension, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Borrower shall deliver to the Administrative Agent given a certificate of the Borrower dated as of the Extension Confirmation Date signed by an Authorized Officer of the Borrower certifying that, (i) before and after giving effect to such extension, the representations and warranties contained in Article VI made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (ii) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (iii) no Material Adverse Effect has occurred since December 31, 2017 through the Extension Confirmation Date.
(c) Notwithstanding anything to the contrary in this Section 2.10, the Maturity Date and the Availability Period, as such terms are used in reference to any Issuing Bank or any Letter of Credit issued by such Issuing Bank or in reference to any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended with respect to any Issuing Bank or any Swingline Lender without the prior written consent of such Issuing Bank or such Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or any Swingline Lender, as applicable, shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder, and such Swingline Lender shall continue to have all the rights and obligations of a Swingline Lender hereunder, in each case through the applicable existing Maturity Date (or the Availability Period determined on the basis thereof), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as applicable (but shall continue to be entitled to the benefits of Sections 2.5.3, 2.11, 4.3, 4.6, 10.3 and 10.4 as to Letters of Credit issued or Swingline Loans made prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero (or otherwise make arrangements satisfactory to such Issuing Bank and the Administrative Agent with respect to such LC Exposure) no later than the date that is day on which such LC Exposure would have been required to have been reduced to zero in accordance with the 20th day after terms hereof without giving effect to the date effectiveness of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The applicable existing Maturity Date may be extended no more than two times pursuant to this Section 2.222.10 (and, in any event, no later than such existing Maturity Date) and shall repay the principal amount of all outstanding Swingline Loans made by such Swingline Lender, together with any accrued interest thereon, on the existing Maturity Date).
(bd) (i) IfIn connection with any extension of a Maturity Date under this Section 2.10, by the Response DateAdministrative Agent and the Borrower may, Lenders holding Commitments that aggregate 50% without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or more appropriate, in the opinion of the Aggregate Commitment shall constitute Non-extending LendersAdministrative Agent, then to give effect to the Existing Maturity Date shall not be extended and the outstanding principal balance provisions of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extensionthis Section 2.10.
Appears in 1 contract
Sources: Third Amendment (Noble Energy Inc)
Extension of Maturity Date. (a) The Parent Borrower may, by delivering an delivery of a written request (a “Maturity Date Extension Request Request”) to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date then in effect; provided that (i) such request shall be made to all Lenders having the same Maturity Date on the same terms and (ii) in no event shall there be more than two different Scheduled Maturity Dates in respect of all Revolving Loans. Such Maturity Date Extension Request shall set forth (A) any changes to interest rate margins, fees or other pricing that will apply to the first anniversary extensions of credit by Lenders that elect to agree to such Existing Maturity Date Extension Request (which may be higher or lower than those that apply before giving effect to such Maturity Date Extension Request) and (B) any covenants or other terms that will apply solely to any period after the latest Maturity Date (or, if any) applicable to any Lenders that have a Scheduled Maturity Date earlier than the Scheduled Maturity Date that will apply to Lenders that elect to agree to such date is not a Business Day, Maturity Date Extension Request. Other than the extended Maturity Date and the changes described in clauses (A) and (B) of the immediately preceding Business Day). sentence, the terms applicable to Lenders that elect to agree to such Maturity Date Extension Request shall be identical to those that applied before giving effect thereto.
(b) Each Lender, acting in its sole discretion, Lender shall, by written notice to the Parent Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request, Request (or if such other date is not a Business Dayas the Parent Borrower and the Administrative Agent may agree, the immediately following Business Day (the “Response Extension Date”), advise the Administrative Agent in writing Parent Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Parent Borrower, the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Extension Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22a Declining Lender.
(bc) (i) IfThe Latest Maturity Date then in effect shall, by as to the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Consenting Lenders, then be extended to the Existing date set forth in the Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder Extension Request. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Parent Borrower shall also make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the Revolving Credit Line Cap.
(d) Notwithstanding the foregoing provisions of this Section 2.23, the Parent Borrower shall have the right, pursuant to Section 2.18(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a bank or other financial institution that will agree to the applicable Maturity Date Extension Request (provided that each such bank or other financial institution, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the approval of the Administrative Agent (in each case not to be unreasonably withheld)), and any such replacement Lender shall for all purposes constitute a Consenting Lender.
(e) Notwithstanding the foregoing provisions of this Section 2.23, no extension of the Maturity Date then in effect pursuant to this Section 2.23 shall become effective unless, on or promptly following the Extension Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated the Extension Date and executed by a Financial Officer of the Parent Borrower.
(f) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrowers as may be necessary in order to effectuate the extensions contemplated by this Section 2.23 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with such extension. This Section 2.23 supersedes any provisions in Section 9.02 to the contrary. Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (J C Penney Co Inc)
Extension of Maturity Date. The Borrower shall have two (2) options (“Extension Options”) to extend the Maturity Date, one for a period of twelve (12) months ending on the First Extended Maturity Date (the “First Extension Option”) and the second for a period of twelve (12) months ending on the Second Extended Maturity Date (the “Second Extension Option”), upon satisfaction of the following conditions precedent:
(a) The Borrower may, by delivering As of the date of Borrower’s delivery of notice of its intent to exercise an Extension Request Option, and as of the then-current Maturity Date, no Event of Default shall have occurred and be continuing and Borrower shall so certify in writing;
(b) Borrower shall provide Administrative Agent with written notice of the Borrower’s intent to exercise an Extension Option not less than forty-five (45) days prior to the then-current Maturity Date;
(c) Substantial Completion shall have occurred;
(d) As of the initial Maturity Date, Borrower or Guarantor shall have entered into and collaterally assigned to the Administrative Agent (who shall promptly deliver a copy to each for the benefit of the Lenders)Lenders an interest rate swap agreement with a counterparty which is a Lender or another financial institution approved by the Administrative Agent pursuant to an interest rate swap agreement providing Borrower with payments at a fixed rate on a notional amount equal to $125,000,000 for the full twelve (12) months of the First Extension Option period in exchange for the counterparty’s agreement to make payments equal to the aggregate interest that would accrue on such notional amount during the First Extension Option Period, assuming interest accrues at the LIBOR Base Rate in a series of twelve (12) one-month LIBOR Interest Periods, provided however that such interest rate swap agreement shall not in any event be secured by the Project;
(e) As of the date of Borrower’s delivery of notice of its intent to exercise the Second Extension Option and as of the First Extended Maturity Date, (A) the Actual DSCR is not less than 60 days in advance 1.25 to 1.00 and (B) the Outstanding Loan Amount does not exceed seventy-five percent (75%) of the then-current value of the Project based on an Appraisal of the Project on an “as is” basis approved by the Administrative Agent, or if the Actual DSCR is less than 1.25 to 1.0, or the percentage of such value of the Project established by the Appraisal represented by the Outstanding Loan Amount is greater than 75% as of the date of delivery of such notice, then not later than the First Extended Maturity Date in effect at Borrower shall have made sufficient repayments of the Loans so that both of such time criteria are satisfied (the “Existing Second Extension Option Required Payment Amount”). Notwithstanding anything herein to the contrary, no increase in the Outstanding Loan Amount shall be permitted after the First Extended Maturity Date under any circumstances. In addition, not later than the First Extended Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Borrower or Guarantor shall have entered into and collaterally assigned to the Administrative Agent given not later than for the date that is the 20th day after the date benefit of the Extension Request, Lenders an interest rate swap agreement with a counterparty which is a Lender or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise another financial institution approved by the Administrative Agent pursuant to an interest rate swap agreement providing Borrower with payments at a fixed rate on a notional amount equal to $125,000,000 for the full twelve (12) months of the Second Extension Option period in writing whether or not such Lender agrees exchange for the counterparty’s agreement to make payments equal to the requested extension. Each Lender aggregate interest that advises would accrue on such notional amount during the Administrative Agent Second Extension Option Period, assuming interest accrues at the LIBOR Base Rate in a series of twelve (12) one-month LIBOR Interest Periods, provided however that it will such interest rate swap agreement shall not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that in any Lender that does not advise the Administrative Agent of its consent to such requested extension event be secured by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Project.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Sources: Construction, Acquisition and Interim Loan Agreement (Glimcher Realty Trust)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to In the Administrative Agent (who shall promptly deliver a copy to each event that any portion of this Debenture remains outstanding at the Lenders), not less than 60 days in advance of the original Maturity Date in effect at such time of this Debenture (for purposes of this Section 2(e) only, the “Existing Original Maturity Date”), request the Company, at its sole discretion and with no further action of the Holder, has the right to automatically extend the Maturity Date of this Debenture for an additional three (3) month period such that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (orDebenture shall be due and payable on ________ [___], if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”20234; provided, however, that any Lender that does not advise immediately after the Administrative Agent expiration of its consent the Original Maturity Date, all amounts due and payable on the Debenture shall be increased by the Extension Amount. By way of example, if immediately prior to the Original Maturity Date, the amount due and payable to the Holder on the Debenture is an aggregate of $1,000,000 including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, then immediately following the Original Maturity Date, with no further action by the Company or the Holder, the amount due and payable on this Debenture shall be increased to $1,050,000 (for the avoidance of doubt, if immediately thereafter Company then determined to prepay the Debenture in full, the Holder would be due the Prepayment Amount which would be $1,365,000). At least ten (10) Business Days prior to such requested extension by extension, the Response Company must file a Current Report on Form 8-K with the Commission and/or issue a press release disclosing its intention to extend the Maturity Date, during which period the Holder shall retain the right to convert this Debenture, including accrued interest due thereon, on the terms set forth herein. Failure to file a Form 8-K and issue a press release on a timely basis shall not preclude the Company from automatically extending the Maturity Date, but if the Company has not paid the outstanding amounts under this Debenture on or prior to the expiration of the Original Maturity Date and any Lender that is a Defaulting Lender on has not filed the Response Date Form 8-K, notwithstanding the automatic extension of the Maturity Date, this Debenture shall be deemed to be a Non-extending Lenderin default under Section 8 hereof. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing 4 Three months from initial Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Sources: Convertible Security Agreement (Theralink Technologies, Inc.)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy Not more than 45 days and not less than 30 days prior to each of the Lendersfirst anniversary of the Closing Date and the second anniversary of the Closing Date, the Borrower may, in each case, request in writing that the Lenders extend the then current Maturity Date of the Revolving Commitments and related Loans for an additional one year (and the Agent shall promptly give the Lenders notice of any such request); provided, that the applicable Maturity Date may be extended under this Section 2.7 no more than two times in the aggregate. Each Lender shall provide the Agent, not more than 15 days subsequent to any such request by the Borrower (or such other date as the Borrower and the Agent may agree; such date, the “Extension Request Date”), not less than 60 days with written notice regarding whether it agrees to extend the then current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in advance its sole discretion and any Lender who fails to give written notice of its decision by the Extension Request Date shall be deemed a Non-Extending Lender.
(b) If all Lenders agree in writing to the extension request by the Extension Request Date, then the Maturity Date of the Revolving Commitments and related Loans shall be extended to the first anniversary of the Maturity Date therefor then in effect. If Lenders constituting Required Lenders, but not all Lenders, agree in writing to the extension request by the Extension Request Date, then the Borrower may, on the Extension Request Date, notify the Agent in writing that it wishes to extend such Maturity Date, and such Maturity Date shall, as to the Revolving Commitments and related Loans of the Extending Lenders, be extended to the first anniversary of the Maturity Date then in effect at prior to giving effect to any such time extension (such Maturity Date, the “Existing Maturity Date”). The Borrower shall, on the Existing Maturity Date, pay to the Non-Extending Lenders in effect immediately prior to such extension in immediately available funds the principal of and interest accrued on the portion of the Revolving Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Libor Loans), on such date. Upon such Existing Maturity Date, (i) the Revolving Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder and (iii) the Aggregate Revolving Commitments shall be reduced by an amount equal to the aggregate Revolving Commitments of each such Non-Extending Lender.
(c) Pursuant to procedures acceptable to the Agent, the Borrower may, at any time, request that all or a portion of any Term Loan (an “Existing Term Loan Tranche”) be modified to constitute another tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.7. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders extend of the applicable Existing Term Loan Tranche) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) (A) the Base Rate Margins and Libor Rate Margins with respect to the Extended Term Loans may be higher or lower than the Base Rate Margins and Libor Rate Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees and interest rate floors may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Base Rate Margins or Libor Rate Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (ii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the applicable Extension Amendment, and (iii) the final maturity date and any scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization (if any) of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans (as reasonably determined by the Agent) shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche (as reasonably determined by the Agent). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Subsidiary Guaranty. The Borrower shall deliver such legal opinions and authorization documents as reasonably requested by the Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate tranche and class of Term Loans from the Existing Term Loan Tranche from which they were modified and may be designated and identified as such under the Loan Documents. Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which shall be in such form as is reasonably acceptable to the Agent). Such Extension Amendment shall be executed by the Borrower, the Agent, the Required Lenders and each Lender consenting to such Extended Term Loans.
(d) Notwithstanding the foregoing provisions of this Section 2.7, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to (i) in the case of any requested extension pursuant to Section 2.7(a), the Existing Maturity Date to replace, in accordance with the first anniversary terms of such Existing Section 15.25, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender and (or, if such date is not a Business Dayii) in the case of any requested extension pursuant to Section 2.7(c), the immediately preceding Business Day). Each Lenderapplicable Maturity Date to replace, acting in accordance with the terms of Section 15.25, a Lender not agreeing to extend the maturity of its sole discretion, shall, by written notice applicable Term Loan with an Eligible Assignee that will agree to the Administrative such extension request, and any such replacement Lender shall for all purposes constitute a Lender.
(e) As a condition precedent to any extension pursuant to this Section 2.7, the Borrower shall deliver to the Agent given not later than a certificate of each Loan Party (i) certifying and attaching the date that is resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the 20th day case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 9 and the other Loan Documents are true and correct in all material respects on and as of the date of effectiveness of such extension, except to the Extension Requestextent that such representations and warranties specifically refer to an earlier date, or if in which case they are true and correct in all material respects as of such date is not a Business Dayearlier date, and except that for purposes of this Section 2.7, the immediately following Business Day representations and warranties contained in subsections (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent a) and (b) of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date Section 9.2 shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify refer to the Borrowermost recent statements furnished pursuant to subsections (a) and (b), in writingrespectively, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agreeSection 10.1, and it is understood that (B) no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Default exists.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent (such notice being an “Extension Notice”) given not at any time, from time to time but in any event, no later than forty-five (45) days prior to the date that is the 20th day after Maturity Date then in effect (the date of the Extension Request, or if such date is not a Business Daynotice, the immediately following Business Day (the “Response Notice Date”), advise request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Notice (the “Extended Maturity Date”). The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Administrative Agent in writing whether or not it wishes to extend the then applicable Maturity Date no later than twenty (20) days after the Notice Date, and any such notice given by a Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein Agent, once given, shall be irrevocable as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall promptly notify the Borrower of each Lender’s notice that it wishes to extend (each, an “Extension Acceptance Notice”). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower’s request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as “Continuing Lenders”, and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in writingtheir sole and absolute discretion) to so extend the Maturity Date, the Administrative Agent shall notify the Borrower of such election by such Required Lenders no later than five (5) days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Borrower (the “Extension Date”), the Maturity Date shall be automatically and immediately so extended to the Extended Maturity Date. No extension will be permitted hereunder without the consent of the Lenders’ elections promptly following Required Lenders and in no event shall the Response period from the Extension Date to the Extended Maturity Date exceed five (5) years. Upon the delivery of an Extension Notice and upon the extension of the Maturity Date pursuant to this Section 2.6, the Borrower shall be deemed to have represented and warranted on and as of the Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. The election of any Lender Notwithstanding anything contained in this Agreement to agree to such an extension shall not obligate any other Lender to so agreethe contrary, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by extend the Borrower for an extension of the Existing Maturity Date. The , and each Lender may at its option, unconditionally and without cause, decline to extend the Maturity Date may be extended no more than two times pursuant to this Section 2.22Date.
(b) If the Maturity Date shall have been extended in accordance with Section 2.6(a), all references herein to the “Maturity Date” shall refer to the Extended Maturity Date.
(ic) If, If any Lender shall determine not to extend the Maturity Date as requested by any Extension Notice given by the Response Borrower pursuant to Section 2.6(a), the Commitments of such Lender and its participation obligations under Sections 2.4(c) (except in respect of then outstanding Swingline Loans) and 2.5(c) (except in respect of unreimbursed drawings under Letters of Credit existing on the Maturity Date) shall terminate on the Maturity Date without giving any effect to such proposed extension, Lenders holding Commitments and the Borrower shall on such date pay to the Administrative Agent, for the account of such Lender, the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other amounts owing to such Lender under this Agreement; provided that aggregate 50% or more of if the Aggregate Commitment shall constitute Borrower has replaced such Non-extending LendersExtending Lender pursuant to Section 2.6(d) below, then the Existing provisions of Section 2.6(d) shall apply. The total Commitments under each Revolving Facility shall be reduced by the amount of the Commitment of such Non-Extending Lender under such Revolving Facility to the extent the Commitment of such Non-Extending Lender under such Revolving Facility has not been transferred to one or more Continuing Lenders pursuant to Section 2.6(d) below.
(d) A Non-Extending Lender shall be obligated, at the request of the Borrower and subject to payment by the Borrower to the Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other amounts owing to such Lender under this Agreement, to transfer without recourse, representation or warranty (other than good title to its Loans), Extending Lender, at any time prior to the Maturity Date applicable to such Non-Extending Lender, all of its rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate in the Commitments in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and the Administrative Agent shall have consented to such transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing Lender hereunder in replacement of the Non-Extending Lender, with the Maturity Date applicable to such Continuing Lender’s Commitments being the Extended Maturity Date, and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement. Simultaneously with such transfer, each such transferee shall execute and deliver to the Administrative Agent a written agreement assuming all obligations of the Lenders set forth in this Agreement, which agreement shall be reasonably satisfactory in form and substance to the Administrative Agent.
(e) If the Maturity Date shall not be have been extended and in respect of the outstanding principal balance Continuing Lenders in accordance with Section 2.6(a) any notice of all Loans and other amounts payable hereunder shall be payable, and borrowing pursuant to Section 2.3 or 2.4 specifying a borrowing date occurring after the Commitments shall terminate, on the Existing Maturity Date applicable to a Non-Extending Lender or requesting an Interest Period extending beyond such date (a) shall have no effect in effect prior to respect of such extensionNon-Extending Lender and (b) shall not specify a requested aggregate principal amount exceeding the total applicable Commitments.
Appears in 1 contract
Sources: Credit Agreement (Borgwarner Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 45 days and not more than 60 days in advance of prior to the Maturity Date in effect at such time (the “Existing then existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary for an additional period of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)364 days. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being a “Consenting Lender”, and each Lender declining to agree to a requested extension being a “Declining Lender”). Each Any Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance of all Loans and other amounts payable hereunder date 364 days after the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate Credit Exposures would not exceed the aggregate Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Sections 2.17 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a written request (a “Maturity Date Extension Request Request”) to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 30 days in advance and not more than 90 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that there shall be no more than two extensions of the first anniversary of such Existing Maturity Date pursuant to this Section.
(or, if such date is not a Business Day, the immediately preceding Business Day). a) Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request, Request (or if such other date is not a Business Dayas the Borrower and the Administrative Agent may agree; such date, the immediately following Business Day (the “Response Extension Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Extension Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22a Declining Lender.
(b) (i) If, If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request by the Response Extension Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of Loans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would not exceed the Total Commitments.
(c) Notwithstanding the foregoing provisions of this Section 2.21, the Borrower shall have the right, pursuant to Section 2.18(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender.
(d) Notwithstanding the foregoing provisions of this Section 2.21, no extension of the Maturity Date pursuant to this Section 2.21 shall become effective unless, on or promptly following the Extension Date, (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.02(a)); provided that for purposes of this Section, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent audited financial statements available on the Extension Date and (ii) the Administrative Agent shall have received a certificate to that effect dated the Extension Date and executed by a Responsible Officer or a Financial Officer of each of the Parent and the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Macy's, Inc.)
Extension of Maturity Date. (a) The If the Existing Termination Date with respect to the Commitment of any Lender shall be extended pursuant to Section 2.19, then the Maturity Date at any time in effect (the "Existing Maturity Date") with respect to the Revolving Loans of such Lender shall be automatically extended to the date 364 days after such Existing Maturity Date.
(b) If the Existing Termination Date shall not be extended pursuant to Section 2.19, then (unless a Default has occurred and is continuing) the Borrower may, may elect to extend the Existing Maturity Date with respect to Revolving Loans outstanding on the Existing Termination Date to the date two years after such 43 38 Existing Maturity Date by delivering an extension notice (a "Maturity Date Extension Request Notice") to the Administrative Agent (who which shall promptly deliver a copy of such Maturity Date Extension Notice to each of Lender) not later than 10 days prior to the Lenders)Existing Termination Date. If a Maturity Date Extension Notice shall be delivered in accordance with this paragraph, not less than 60 days in advance of then (i) the Maturity Date in effect at such time with respect to Revolving Loans outstanding on the Termination Date shall be automatically extended to the date two years after the Termination Date, (ii) the principal amount of all Revolving Loans outstanding on the Termination Date shall remain outstanding as term loans (the “"Special Term Loans") which mature on the date two years after the Termination Date, (iii) all Competitive Loans of all Lenders (other than the Competitive Loans of any Lenders who otherwise agree) shall be paid in full on or prior to the Termination Date and (iv) all Commitments shall terminate on the Termination Date.
(c) If an Existing Maturity Date”Termination Date shall be extended pursuant to Section 2.19, but there shall remain outstanding any Revolving Loans of any Non-Extending Lenders (after giving effect to any terminations, transfers or assignments pursuant to Section 2.19(b), request that ) then (unless a Default shall have occurred and be continuing) the Lenders Borrower may elect to extend the Existing Maturity Date applicable to the first anniversary Revolving Loans of such Non-Extending Lender outstanding on the Existing Termination Date to the date two years after the Existing Maturity Date (or, if for such date is not Revolving Loans by delivering a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Maturity Date Extension Notice to the Administrative Agent given (which shall promptly deliver a copy of such Maturity Date Extension Notice to such Non-Extending Lenders) not later than 10 days prior to the Existing Termination Date applicable to such Non-Extending Lenders' Revolving Loans. If a Maturity Date Extension Notice shall be delivered in accordance with this paragraph, then (i) the Existing Termination Date with respect to the Commitments of the Consenting Lenders shall be extended in accordance with Section 2.19, (ii) the Commitments of the Non-Extending Lenders (after giving effect to any termination, transfer or assignment pursuant to Section 2.19(b)) shall terminate, (iii) the Maturity Date applicable to the outstanding Revolving Loans of the Non-Extending Lenders shall be extended to the date that is the 20th day two years after the date Existing Termination Date, (iv) the principal amount of all Revolving Loans of the Extension RequestNon-Extending Lenders outstanding on the Existing Termination Date (after giving effect to any termination, transfer or if such assignment pursuant to Section 2.19(b)) shall remain outstanding as Special Term Loans which mature on the date is not a Business Day, two years after the immediately following Business Day Existing Termination Date and (v) all Competitive Loans of the “Response Date”), advise the Administrative Agent Non-Extending Lenders shall be paid in writing whether full on or not such Lender agrees prior to the requested extension. Each Lender Existing Termination Date; provided that advises the Administrative Agent that it will not extend Revolving Loans of Lenders other than the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does Extending Lenders shall not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Special Term Loans.
(d) If any Revolving Loans shall remain outstanding as Special Term Loans pursuant to paragraph (b) or (ic) Ifabove, by the Response Date, Lenders holding Commitments that aggregate 50% or more such Special Term Loans shall continue to constitute Loans for all purposes of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.this Agreement (including Section 2.11). 44 39
Appears in 1 contract
Sources: Credit Agreement (Seagram Co LTD)
Extension of Maturity Date. Borrower shall have two (a2) The Borrower mayoptions (each, by delivering an “Extension Request Option”) to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of extend the Maturity Date in effect of the Loans by one year for each Extension Option, upon satisfaction of the following conditions precedent with respect to each Extension Option:
a. Borrower shall provide Administrative Agent with written notice of Borrower’s request to exercise the Extension Option, at such time least forty-five (45), but not more than one hundred twenty (120), days prior to the applicable Maturity Date (the “Existing Maturity DateExtension Request”). Such Extension Request shall be revocable, request provided that Borrower reimburses Administrative Agent and the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (orfor all costs and expenses, if such date is not a Business Dayincluding reasonable attorneys’ fees and expenses, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, incurred by written notice to the Administrative Agent given not later than and the Lenders in connection with such revocation;
b. As of the date that is the 20th day after the date of Borrower’s delivery of the Extension Request, and as of the applicable Maturity Date, to the best of Borrower’s (and Guarantor’s) knowledge no Default or if such date is not a Business DayEvent of Default shall have occurred and be continuing, and Borrower (and Guarantor, with respect to the immediately following Business Day (Guaranty and Hazardous Materials Indemnity Agreement) shall so certify in writing;
c. Borrower and Guarantor shall execute or cause the “Response Date”), advise the execution of all documents reasonably required by Administrative Agent to evidence the Extension Option, and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, title insurance endorsements showing no encumbrances or liens with respect to the Properties other than Permitted Liens;
d. Borrower shall pay an extension fee to Administrative Agent, for the benefit of each Lender, on the first (1st) day of the extension period date, in writing an amount equal to aggregate amount of each Lender’s Revolving Commitment (whether or not such Lender agrees utilized) as of the day immediately prior to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing then current Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in before giving effect prior to such extension), multiplied by fifteen one-hundredths of one percent (0.15%);
e. All costs and expenses (including reasonable attorneys’ fees and expenses incurred by Administrative Agent and the Lenders in connection with the exercise of the Extension Option) shall be payable by Borrower on demand therefor; and
f. As of the date of delivery of the Extension Request, and as of the Original Maturity Date, the Testing Debt Yield shall be at least equal to the Testing Debt Yield Hurdle and the Testing LTV shall be less than the Testing LTV Hurdle. Such compliance shall be evidenced by financial statements and reports delivered by Borrower at the time of its delivery of the Extension Request and, at Administrative Agent’s election, Borrower shall deliver updated Appraisals (for all Appraisals with effective dates prior to the date that is one year prior to the then applicable Maturity Date) evidencing the recalculated Testing LTV.
Appears in 1 contract
Sources: Revolving Loan Agreement (RREEF Property Trust, Inc.)
Extension of Maturity Date. (a) The Not more than 45 days and not less than 30 days prior to any anniversary of the Closing Date, the Borrower may, in each case, request in writing that the Lenders extend the then current Maturity Date of the Revolving Commitments and related Loans for an additional one year (and the Agent shall promptly give the Lenders notice of any such request); provided, that the applicable Maturity Date may be extended under this Section 2.7 no more than two times in the aggregate and, after giving effect to such extension, the remaining term of this Agreement shall not exceed five years. Each Lender shall provide the Agent, not more than 15 days subsequent to any such request by delivering an the Borrower (or such other date as the Borrower and the Agent may agree; such date, the “Extension Request Date”), with written notice regarding whether it agrees to extend the then current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in its sole discretion and any Lender who fails to give written notice of its decision by the Extension Request Date shall be deemed a Non-Extending Lender.
(b) If all Lenders agree in writing to the Administrative Agent (who shall promptly deliver a copy to each extension request by the Extension Request Date, then the Maturity Date of the Lenders), not less than 60 days in advance Revolving Commitments and related Loans shall be extended to the first anniversary of the Maturity Date therefor then in effect. If Lenders constituting Required Lenders, but not all Lenders, agree in writing to the extension request by the Extension Request Date, then the Borrower may, on the Extension Request Date, notify the Agent in writing that it wishes to extend such Maturity Date, and such Maturity Date shall, as to the Revolving Commitments and related Loans of the Extending Lenders, be extended to the first anniversary of the Maturity Date then in effect at prior to giving effect to any such time extension (such Maturity Date, the “Existing Maturity Date”). The Borrower shall, request that on the Existing Maturity Date, pay to the Non-Extending Lenders extend in effect immediately prior to such extension in immediately available funds the principal of and interest accrued on the portion of the Revolving Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Term SOFR Loans or Alternative Currency Term Rate Loans), on such date. Upon such Existing Maturity Date, (i) the Revolving Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder and (iii) the Aggregate Revolving Commitments shall be reduced by an amount equal to the aggregate Revolving Commitments of each such Non-Extending Lender.
(c) Notwithstanding the foregoing provisions of this Section 2.7, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to the Existing Maturity Date to replace, in accordance with the first anniversary terms of such Existing Section 15.25, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender.
(or, if such date is not d) As a Business Daycondition precedent to any extension pursuant to this Section 2.7, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Borrower shall deliver to the Administrative Agent given not later than a certificate of each Loan Party (i) certifying and attaching the date that is resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the 20th day case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 9 and the other Loan Documents are true and CHAR1\1991350v2 correct in all material respects on and as of the date of effectiveness of such extension, except to the Extension Requestextent that such representations and warranties specifically refer to an earlier date, or if in which case they are true and correct in all material respects as of such date is not a Business Dayearlier date, and except that for purposes of this Section 2.7, the immediately following Business Day representations and warranties contained in subsections (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent a) and (b) of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date Section 9.2 shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify refer to the Borrowermost recent statements furnished pursuant to subsections (a) and (b), in writingrespectively, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agreeSection 10.1, and it is understood that (B) no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Default exists.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of the Closing Date, the Borrower may, by delivering an Extension Request upon notice to the Administrative Agent (who shall promptly deliver a copy to each of notify the Lenders), request a one-year extension of the Maturity Date then in effect (“Extension Request”). Within 15 days of delivery of such Extension Request, each Lender shall notify the Administrative Agent and the Borrower whether or not less it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had not been a Consenting Lender (as defined below) with respect to a previous Extension Request (a “Non-Consenting Lender”). Any Lender not responding within the above specified time period shall be deemed not to have consented to such Extension Request. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses.
(b) The Maturity Date shall be extended only if Lenders holding greater than 60 days 50% of the total Commitments then outstanding (calculated excluding any Lender in advance default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to the Extension Request. For each such Extension Request, if so approved, (i) the Maturity Date, as to Consenting Lenders (irrespective of whether such Lender previously had been a Non-Consenting Lender), shall be extended to the same date in the following year after giving effect to any prior extensions (such existing Maturity Date being the “Extension Effective Date”), and (ii) the Maturity Date, as to any Non-Consenting Lender, shall remain the Maturity Date in effect at for such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date Non-Consenting Lender prior to the first anniversary of such Existing Maturity Date (or, if such date Extension Effective Date. With respect to any previously Non-Consenting Lender who is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Consenting Lender with respect to the Administrative Agent given not later than the date that is the 20th day after the date of the a current Extension Request, or if by giving its consent, such date is not a Business Day, Consenting Lender shall be approving an extension of more than one year. Non-Consenting Lenders shall remain Lenders until the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not Maturity Date applicable to such Lender agrees to at which time (and irrespective of the requested extension. Each Lender that advises pro rata requirements under Sections 4.8 and 4.9 hereof) the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent Borrower shall repay all Loans owing to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an shall promptly confirm to the Lenders such extension of the Existing Maturity Date. The , specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the extended Maturity Date may be extended no more than two times pursuant with respect to this Section 2.22.
(b) the Consenting Lenders. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date signed by an Authorized Officer of the Borrower certifying that, (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended before and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in after giving effect prior to such extension, the representations and warranties contained in Article VI made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (ii) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (iii) no Material Adverse Effect has occurred through the Extension Confirmation Date.
Appears in 1 contract
Sources: Credit Agreement (Noble Energy Inc)
Extension of Maturity Date. (a) The Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of the Closing Date, the Borrower may, by delivering an Extension Request upon notice to the Administrative Agent (who which shall promptly deliver a copy to each of notify the Lenders), not less than 60 days in advance request a one-year extension of the Maturity Date then in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary effect. This option may be exercised only twice. Within 30 days of delivery of such Existing Maturity Date (ornotice, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to each Lender shall notify the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent consents to such requested extension by (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the Response Date and any Lender that is a Defaulting Lender on the Response Date above time period shall be deemed not to be a Non-extending Lenderhave consented to such extension. The Administrative Agent shall promptly notify the Borrower, in writing, Borrower and the Lenders of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22responses.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing The Maturity Date shall not be extended and only if the outstanding principal balance of all Loans and other amounts payable hereunder consenting Lenders (the “Consenting Lenders”) constitute Required Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be payableextended to the same date in the following year, and effective as of the Commitments anniversary of the Closing Date applicable to such extension request (such extended Maturity Date being the “Extension Maturity Date”). All non-consenting Lenders (“Non-Consenting Lenders”) shall terminate, on continue to be subject to the Existing Maturity Date in effect prior to the effectiveness of the Extension Maturity Date (such existing Maturity Date being the “Present Maturity Date”). The Borrower shall pay or prepay all Credit Extensions, interest thereon and all other amounts due each Non-Consenting Lender on or before the Present Maturity Date, and, if after giving effect thereto, the Outstanding Amounts exceed the Commitments of the Consenting Lenders the Borrower shall prepay the Borrowings in the amount of such excess, together with all accrued and unpaid interest thereon (or if no Borrowings are then outstanding, Cash Collateralize the L/C Obligations to the extent such L/C Obligations exceed the Commitments of the Consenting Lenders, which Cash Collateral shall be released to the Borrower thereafter to the extent such L/C Obligations are decreased in amount). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Maturity Date. As conditions precedent to such extension, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower signed by a Responsible Officer of the Borrower (i) certifying that such extension is within the Borrower’s corporate authority and has been duly authorized by appropriate governing action and proceedings and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article IV and the other Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case they shall have been true and correct in all respects), except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01, and (B) no Default has occurred and is continuing, (ii) the Borrower, each Consenting Lender, and the Administrative Agent shall enter into an agreement, in form and substance reasonably satisfactory to the Administrative Agent, to evidence such extension and (iii) the Borrower shall pay such fees as to be mutually agreed and any expenses due under Section 10.04 as of the date such extension is exercised (or such later date as the Administrative Agent may agree). If the Maturity Date has been extended, then on the Present Maturity Date, each Consenting Lender shall automatically be deemed to have purchased participations in each Letter of Credit, the related L/C Obligations, and each Swing Line Loan equal to such Consenting Lender’s Applicable Percentage thereof after giving effect to the departure of the Non-Consenting Lenders and the elimination of their Commitments.
(c) Notwithstanding anything in this Section 2.17 to the contrary, the Maturity Date and the Letter of Credit Expiration Date, as such terms are used in reference to any L/C Issuer or any Letter of Credit issued by such L/C Issuer or in reference to the Swing Line Lender or any Swing Line Loans, may not be extended with respect to any L/C Issuer or the Swing Line Lender without the prior written consent of such L/C Issuer or the Swing Line Lender, as applicable (it being understood and agreed that, in the event any L/C Issuer or the Swing Line Lender, as applicable, shall not have consented to any request for extension of the Maturity Date, (A) such L/C Issuer shall continue to have all the rights and obligations of an L/C Issuer hereunder, and the Swing Line Lender shall continue to have all the rights and obligations of the Swing Line Lender hereunder, in each case through the applicable Present Maturity Date (or the Letter of Credit Expiration Date determined on the basis thereof), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Line Loan, as applicable (but shall continue to be entitled to the benefits of Sections 2.03, 2.15, 3.01, 3.04, and 10.04 as to Letters of Credit issued or Swing Line Loans made prior to such time), and (B) the Borrower shall cause the amount of such L/C Issuer’s L/C Obligations to be zero (unless such Letter of Credit has been cash collateralized in a manner acceptable to the Administrative Agent and such L/C Issuer or other arrangements with respect thereto have been made that are satisfactory to the Administrative Agent and such L/C Issuer) no later than the day on which such L/C Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable Present Maturity Date pursuant to this Section (and, in any event, no later than such Present Maturity Date) and shall repay the principal amount of all outstanding Swing Line Loans, together with any accrued interest thereon, on such Present Maturity Date).
(d) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
(e) The Borrower shall prepay any L/C Advances outstanding on the Present Maturity Date (and pay any additional amounts required pursuant to Section 3.05) or borrow additional amounts to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised and new Commitment of all Consenting Lenders effective as of the Present Maturity Date.
(f) Upon the occurrence of each Present Maturity Date, the Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect the termination of any Non-Consenting Lender’s Commitment on such Present Maturity Date.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Company may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the (i) Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity Date”) and (ii) Revolving Credit Commitment Termination Date in effect at such time (the “Existing Revolving Credit Commitment Termination Date” and, together with the Existing Term Loan Maturity Date, the “Existing Maturity Dates”, each a “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerCompany, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.222.25.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
(i) If (and only if), by the Response Date, Lenders holding Commitments that aggregate more than 50% of the total Commitments shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of the Existing Maturity Date, the Maturity Date for such Extending Lenders shall be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in Section 2.25(d)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect for such Non-extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.25(c) below, the total Commitments hereunder shall be reduced by the Commitments of the Non-extending Lenders so terminated on such Existing Maturity Date.
(c) In the event of any extension of the Existing Maturity Date pursuant to Section 2.25(b)(ii), the Company shall have the right on or before the Existing Maturity Date, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04) all its interests, rights (other than its rights to payments pursuant to Section 2.16, Section 2.17, Section 2.18 or Section 10.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender by the Company, which may include any existing Lender (each a “Replacement Lender”); provided that such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Lender (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Lenders would be required to effect an assignment under Section 10.04(b), such assignment shall become effective as of a date specified by the Company (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and the Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date.
(d) As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 2.25(b)(ii), the Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Existing Maturity Date signed by a Responsible Officer of the Company certifying that, as of such date, both before and immediately after giving effect to such extension, (x) the representations and warranties of the Company set forth in this Agreement shall be true and correct and (y) no Default shall have occurred and be continuing and first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Lender) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders pursuant to Section 2.25(b) and any assignment pursuant to Section 2.25(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended. For the avoidance of doubt, no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date pursuant to this Section 2.25 and the operation of this Section 2.25 in accordance with its terms is not an amendment subject to Section 10.02.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to for a period of 364 days; provided, that no such notice may be given at any time that a year or more remains under the first anniversary existing term of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)this Agreement. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.222.18.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
(ii) If (and only if), by the Response Date, Lenders holding Commitments that aggregate more than 50% of the total Commitments shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of the Existing Maturity Date, the Maturity Date for such Extending Lenders shall be extended for a period of 364 days (subject to satisfaction of the conditions set forth in Section 2.18(d)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect for such Non- 736428214 20644379
Appears in 1 contract
Sources: Credit Agreement (Rli Corp)
Extension of Maturity Date. (a) The Borrower may, may request an extension of the Maturity Date by delivering submitting a request for an Extension Request extension to the Administrative Agent (who an “Extension Request”) no more than 45 days, but no less than 30 days, prior to the then effective Maturity Date. Each extension effected pursuant to this Section 2.20 shall commence on the then effective Maturity Date (the “Extension Date”). The Extension Request must specify the new Maturity Date requested by the Borrower, which date shall be no more than 364 days (the “Extension Period”) after the Extension Date, including the Extension Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent to the Administrative Agent no earlier than 30 days prior to the then effective Maturity Date and no later than 20 days after receipt of the Extension Request. In the event that a Lender shall fail to notify the Administrative Agent within such period as to whether it agrees to the Extension Request, such Lender shall be deemed to have refused the Extension Request. If the consent of the Required Lenders is timely received by the Administrative Agent, the new Maturity Date specified in the Extension Request shall become effective on the Extension Date as to such consenting Lenders only (and not as to any Lender which has not consented to such extension), and the Administrative Agent shall promptly deliver a copy to notify the Borrower and each consenting Lender of the new Maturity Date and new aggregate amount of the Lenders)’ Commitments. Notwithstanding anything contained in this Agreement to the contrary, not less than 60 days in advance of (a) all obligations hereunder owing to the non-extending Lenders shall be due and payable on the Maturity Date in without giving effect at such time to any requested extension, (b) the “Existing Maturity Date”), request that aggregate amount of the Lenders’ Commitments as of the commencement of the Extension Period shall be reduced to an amount equal to the sum of the Commitments of the Lenders extend the Existing Maturity Date ultimately consenting to the first anniversary of such Existing Maturity Date Extension Request, and (orc) each Lender may, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, grant or deny its consent with respect to any proposed Extension Request. Any Lender not granting the Extension Request shall, by written notice if the Borrower has selected an assignee for such Lender reasonably acceptable to the Administrative Agent given not later than the date that is the 20th day after the date of prior to the Extension RequestDate, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent promptly assign to such requested extension by the Response Date assignee its rights and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, obligations hereunder in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance respect of all Loans and other amounts payable hereunder shall be payableor that portion of such Lender’s Commitment as such assignee is willing to accept, and the Commitments shall terminate, on the Existing Maturity Date all in effect prior to such extensionaccordance with Section 9.04.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an written request (the “Extension Request Request”) to the Administrative Agent (who shall promptly deliver a copy Agent, substantially in the form of Exhibit G, delivered no later than the 45th day prior to each of the Lenders), not less than 60 days in advance of the Maturity Date (determined without giving effect to the proviso contained in effect at such time the definition thereof) (the “Existing Initial Maturity Date”), request that the Lenders extend on a single occasion the Existing Initial Maturity Date to by 180 days.
(b) Upon receipt of the first anniversary Extension Request, the Administrative Agent shall promptly notify each Lender thereof, and each Lender shall notify the Administrative Agent in writing by the deadline (the “Extension Request Deadline”) specified in the Extension Request, which deadline shall in any case not be later than 5:00 P.M., New York City time, on the date which is 15 days after delivery of the Extension Request, of such Existing Maturity Date (orLender’s election, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, (i) to extend the Initial Maturity Date by written notice 180 days (provided that the Initial Maturity Date shall be so extended only to the Administrative Agent given extent expressly provided in paragraph (c) below) or (ii) not later than to extend the date that is the 20th day after the date of the Extension RequestInitial Maturity Date by 180 days (any Lender not electing to extend, or if such date is not a Business Day, the immediately following Business Day (the “Response DateNon-Extending Lender”), advise . Any Lender that fails to notify the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension election by the Response Date and any Lender that is a Defaulting Lender on the Response Date Extension Request Deadline shall be deemed to be a Non-extending Extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(bc) If the Required Lenders agree to extend the Initial Maturity Date by 180 days, then the Initial Maturity Date shall automatically be so extended, provided that if not all Lenders agree to extend the Initial Maturity Date, then (i) Ifthe Borrower shall have the right to cancel any such extension by so notifying the Administrative Agent within five Business Days after the relevant Extension Request Deadline, by in which case the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Initial Maturity Date then in effect shall not be extended and (ii) in the event that such extension is not so cancelled, then, with respect to each Non-Extending Lender, the Borrower shall either:
(x) (i) during the 25-day period preceding the Initial Maturity Date, on each date on which Loans are continued as, or converted into, Eurodollar Loans having an Interest Period ending after the Initial Maturity Date, repay the portion of such Non-Extending Lender’s Loans which would otherwise have been part of such borrowing, continuation or conversion and (ii) on the Initial Maturity Date, repay the then outstanding principal balance of Loans made by such Non-Extending Lender, together with accrued but unpaid interest and all Loans and other amounts then due and payable hereunder to such Non-Extending Lender hereunder, including, without limitation, amounts payable pursuant to Section 2.16; or
(y) on or prior to the date which is 25 days after the relevant Extension Request Deadline, or, if earlier, the Initial Maturity Date, cause one or more banks or other financial institutions to purchase at par, pursuant to Section 9.7, such Non-Extending Lender’s outstanding Loans (which purchase shall be payable, accompanied by payment of accrued but unpaid interest and the Commitments shall terminate, on the Existing Maturity Date in effect prior all other amounts then due and payable to such extensionNon-Extending Lender hereunder, including, without limitation, amounts payable pursuant to Section 2.16), in which case such Non-Extending Lender shall, promptly upon request by the Borrower, agree to transfer its Loans upon the terms and subject to the conditions of Section 9.7 to such banks or other financial institutions (provided that the registration and processing fee referred to therein shall be paid by either the Borrower or the relevant transferee).
Appears in 1 contract
Sources: Term Loan Agreement (International Business Machines Corp)
Extension of Maturity Date. Borrower may request an extension of the Maturity Date by submitting a request for an extension to Lender (aan "EXTENSION REQUEST") no more than sixty (60) days prior to the current Maturity Date. The Borrower may, by delivering an Extension Request must specify the new Maturity Date requested by Borrower and the date (which must be at least thirty (30) days after the Extension Request is delivered to Lender) as of which Lender must respond to the Administrative Agent Extension Request (who the "EXTENSION DATE"). The new Maturity Date shall promptly deliver a copy to each of the Lenders), not less be no more than 60 364 days in advance of after the Maturity Date in effect at the time the Extension Request is received, including such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, Lender shall endeavor in good faith to notify the first anniversary Other Banks (as hereinafter defined) of such Existing Maturity Date the contents thereof (or, if such date is provided it shall not a Business Daybe liable to Borrower, the immediately preceding Business DayOther Banks, or any other Person for its failure to do so). Each If Lender fails to respond to an Extension Request by the Extension Date, Lender shall be deemed to have denied the Extension Request. If Lender, acting in its sole discretion, shall, by written notice decides to the Administrative Agent given not later than the date that is the 20th day after the date of approve the Extension Request, or if Lender shall deliver its written consent to Borrower, and endeavor in good faith to notify the Other Banks of such date is extension no later than the Extension Date (provided it shall not a Business Daybe liable to Borrower, the immediately following Business Day (Other Banks, or any other Person for its failure to do so). If and only if the “Response Date”), advise consent of each of the Administrative Agent in writing whether or not such Lender agrees Other Banks to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing same new Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension received by the Response Date Borrower and any Lender that is a Defaulting Lender on or before the Response Extension Date, the Maturity Date specified in the Extension Request shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify become effective at the Borrower, in writing, expiration of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Borrowers may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 45 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th 10th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrowers, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.222.21.
(b) (i) If, by the Response Date, Lenders holding Commitments and Credit Exposure that aggregate 50% or more of the Aggregate Commitment total Commitments and Credit Exposure shall constitute Non-Non- extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Sources: Credit Agreement (SJW Group)
Extension of Maturity Date. (a) The Parent Borrower may, by delivering an delivery of a written request (a “Maturity Date Extension Request Request”) to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 30 days in advance and not more than 75 days prior to an anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date for an additional period of one year; provided that (i) such request shall be made to all Lenders having the same Maturity Date on the same terms and (ii) there shall be no more than two extensions of the Maturity Date pursuant to this Section. Such Maturity Date Extension Request shall set forth (A) any changes to interest rate margins, fees or other pricing that will apply to the first anniversary extensions of credit by Lenders that elect to agree to such Existing Maturity Date Extension Request (which may be higher or lower than those that apply before giving effect to such Maturity Date Extension Request) and (B) any covenants or other terms that will apply solely to any period after the latest Maturity Date (or, if any) applicable to any Lenders that have a Maturity Date earlier than the Maturity Date that will apply to Lenders that elect to agree to such date is not a Business Day, Maturity Date Extension Request. Other than the extended Maturity Date and the changes described in clauses (A) and (B) of the immediately preceding Business Day). sentence, the terms applicable to Lenders that elect to agree to such Maturity Date Extension Request shall be identical to those that applied before giving effect thereto.
(b) Each Lender, acting in its sole discretion, Lender shall, by written notice to the Parent Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request, Request (or if such other date is not a Business Dayas the Parent Borrower and the Administrative Agent may agree; such date, the immediately following Business Day (the “Response Extension Date”), advise the Administrative Agent in writing Parent Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Parent Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Extension Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22a Declining Lender.
(bc) (i) If, If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request by the Response Extension Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Parent Borrower shall also make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the total Commitments.
(d) Notwithstanding the foregoing provisions of this Section 2.23, the Parent Borrower shall have the right, pursuant to Section 2.18(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a bank or other financial institution that will agree to the applicable Maturity Date Extension Request (provided that each such bank or other financial institution, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld)), and any such replacement Lender shall for all purposes constitute a Consenting Lender.
(e) Notwithstanding the foregoing provisions of this Section 2.23, no extension of the Maturity Date pursuant to this Section 2.23 shall become effective unless, on or promptly following the Extension Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated the Extension Date and executed by a Responsible Officer or a Financial Officer of the Parent Borrower.
Appears in 1 contract
Sources: Credit Agreement (J C Penney Co Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request notice to the Administrative Agent (who which shall promptly deliver a copy to each of notify the Lenders), ) not less than 60 45 days in advance of and not more than 90 days prior to the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders each Lender extend the Existing such Lender’s initial Maturity Date to the first anniversary of such Existing date (the “New Maturity Date (or, if such date Date”) that is not a Business Day, 364 days after the immediately preceding Business Day)initial Maturity Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not no later than the date (the “Consent Date”) that is 20 days prior to the 20th day after the date of the Extension Requestinitial Maturity Date (provided that, or if such date is not a Business Day, the immediately following Consent Date shall be the next succeeding Business Day (the “Response Date”Day), advise the Administrative Agent in writing as to:
(i) whether or not such Lender agrees to such extension of its initial Maturity Date (each Lender so agreeing to such extension being an “Extending Lender”); and
(ii) only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to purchase additional Loans from any Non-Extending Lender (as defined below) (each Lender so offering to purchase additional Loans being an “Increasing Lender” as well as an Extending Lender) and, if so, the requested extensionamount of the additional Loans such Lender so irrevocably offers to purchase hereunder (such Lender’s “Proposed Additional Loans”). Each Lender that advises the Administrative Agent that it will determines not to extend the Existing its initial Maturity Date is referred to herein as (a “Non-extending Extending Lender”; provided) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, that and any Lender that does not advise the Administrative Agent of its consent to such requested extension by in writing on or before the Response Date and any Lender that is a Defaulting Lender on the Response Consent Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify Non Extending Lender and (without limiting the Borrower, ’s rights under Section 2.16(c)) shall have no liability to the Borrower in writing, of the Lenders’ elections promptly following the Response Dateconnection therewith. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender . The Administrative Agent shall have any obligation whatsoever to agree to any request made by notify the Borrower for an extension of each Lender’s determination under this Section 2.16(a) no later than the Existing Maturity Date. The date 15 days prior to the initial Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) Ifor, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall if such date is not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminatea Business Day, on the Existing Maturity Date in effect prior to such extensionnext preceding Business Day).
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Extension of Maturity Date. (a) The Borrower Borrowers may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 45 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th 10th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrowers, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times after the Restatement Effective Date pursuant to this Section 2.222.21.
(ba) (i) If, by the Response Date, Lenders holding Commitments and Credit Exposure that aggregate 50% or more of the Aggregate Commitment total Commitments and Credit Exposure shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
(i) If (and only if), by the Response Date, Lenders holding Commitments and Credit Exposure that aggregate more than 50% of the total Commitments and Credit Exposure shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective on and as of the effective date of the applicable extension under this Section 2.21, the Maturity Date for such Extending Lenders shall be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in Section 2.21(d)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect for such Non-extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.21(c) below, the total Commitments hereunder shall be reduced by the Commitments of the Non-extending Lenders so terminated on such Existing Maturity Date.
(b) In the event of any extension of the Existing Maturity Date pursuant to Section 2.21(b)(ii), each Borrower shall have the right on or before the Existing Maturity Date, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights (other than its rights to payments pursuant to Section 2.15, Section 2.16, Section 2.17 or Section 9.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender by the Borrowers, which may include any existing Lender (each a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld, conditioned or delayed) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b), (ii) such assignment shall become effective as of a date specified by the Borrowers (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date.
(c) As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 2.21(b)(ii), each Borrower shall (i) deliver to the Administrative Agent a certificate of the applicable Borrower dated as of the Existing Maturity Date signed by a Responsible Officer of each such Borrower certifying that, as of such date, both before and immediately after giving effect to such extension, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative and (ii) first make such prepayments of their respective outstanding Loans and second provide such cash collateral (or make such other arrangements reasonably satisfactory to the applicable Issuing Bank) with respect to their respective outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders pursuant to Section 2.21(b) and any assignment pursuant to Section 2.21(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended.
(d) For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date pursuant to this Section 2.21 and (ii) the operation of this Section 2.21 in accordance with its terms is not an amendment subject to Section 9.02.
Appears in 1 contract
Sources: Credit Agreement (H2o America)
Extension of Maturity Date. (a) The Notwithstanding anything contained herein to the contrary, the Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 30 days (or such shorter period as the Administrative Agent may consent to) and not more than 60 days in advance prior to the anniversary of the Maturity Date in effect at such time (the “Existing Maturity Closing Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary for an additional period of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)364 days. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day (or such later date as the Borrower and the Administrative Agent may consent to) after the date of the Administrative Agent's receipt of the Borrower's Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a "Consenting Lender", and each Lender declining to agree to a requested extension being called a "Declining Lender"). Each Any Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender be a Declining Lender. Notwithstanding anything contained herein to the contrary, so agree, and it is understood that no Lender long as Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance of all Loans and other amounts payable hereunder date that is 364 days after the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the "Existing Maturity Date"). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.14 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the aggregate outstanding principal amount of the Competitive Loans would not exceed the Total Commitment. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.22, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Existing Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date the conditions set forth in Section 4.01(e) and (f) (in each case, to the extent reasonably requested by the Administrative Agent), and 4.02(b), (c) and (d) shall be satisfied (with all references in Section 4.02 to a Borrowing being deemed to be references to such increase/extension) and the Administrative Agent shall have received a certificate to the effect that the conditions set forth in Section 4.02(b), (c) and (d) have been satisfied dated such date and executed by a Financial Officer of the Borrower.
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 90 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Revolving Lenders extend the Existing Maturity Date to for an additional period of one year; provided that no more than two such requests may be made by the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Borrower. Each Lender, acting in its sole discretion, Revolving Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request, Request from the Borrower (or if such earlier date is not a Business Day, as reasonably agreed to by the immediately following Business Day (Administrative Agent and the “Response Date”Borrower), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Revolving Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Revolving Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect (the first date on which such consent of the Required Lenders is obtained and the outstanding principal balance of all Loans and other amounts payable hereunder conditions specified below are satisfied being referred to as the “Extension Closing Date”). The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Revolving Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of this Section, the Borrower shall have the right, pursuant to and in accordance with Section 2.18(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Revolving Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Revolving Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.20), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.14, 2.16, 10.03 and 10.08, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this Section shall become effective unless on the applicable Extension Closing Date, the conditions set forth in Section 4.03 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.03(a)) and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 75 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that, only two such extensions will be granted during the first anniversary tenure of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)credit facility. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Agent’s receipt of the Borrower’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender be a Declining Lender. If Lenders constituting the Required Lenders shall have any obligation whatsoever agreed to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The a Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending LendersExtension Request, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the total Credit Exposures shall not exceed the total Commitments.Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender.Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through Section 4.01(d), giving effect to such extension and (ii) on the anniversary of the Effective Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date Extension Request, (A) the conditions set forth in Section 4.02 shall be satisfied, (B) there has been no change since December 31, 2017 that has resulted in a Material Adverse Effect that is continuing and (C) the Administrative Agent shall have received a certificate to that effect dated such date and executed by the President, a Vice President or a Financial Officer of the Borrower.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Company may, up to two times after the Restatement Effective Date, by delivering written notice (an “Extension Request Notice”) delivered to the Administrative Agent Agent, request an extension (who shall promptly deliver a copy to each of the Lenders)each, not less than 60 days in advance an “Extension”) of the Maturity Date in effect at to a date no later than the first anniversary of the then existing Maturity Date (such time (existing Maturity Date, the “Existing Maturity Date”), provided that not more than a single Extension may be effected in any period of 12 consecutive months and, after giving effect thereto, the Maturity Date may not be more than five years after the applicable Extension Closing Date (as defined below).
(b) The Administrative Agent shall promptly furnish a copy of each Extension Notice to each Lender, and shall request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), each Lender advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Extension within 20 days of delivery to such Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”of such Extension Notice; provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on 20th day after the Response Date date of such Extension Notice shall be deemed to be a Non-extending have declined the requested Extension (each Lender agreeing to the requested Extension being called an “Extending Lender. The Administrative Agent shall notify the Borrower”, in writing, of the Lenders’ elections promptly following the Response Date. The election of any and each Lender declining or deemed to have declined to agree to such an extension the requested Extension being called a “Non-Extending Lender”). The decision to agree or withhold agreement to any Extension hereunder shall be at the sole discretion of each Lender. If Lenders constituting not obligate any other Lender to so agree, and it is understood that no Lender less than the Required Lenders shall have any obligation whatsoever agreed to agree extend the Maturity Date before the anniversary of the Restatement Effective Date immediately following the delivery of the applicable Extension Notice, then, effective as of the Extension Closing Date (as defined below) with respect thereto, the Maturity Date applicable to any request made by the Borrower for an extension Extending Lenders shall be the first anniversary of the Existing Maturity Date. The ; provided that no extension of the Maturity Date may be extended no more than two times pursuant to this Section 2.22.
2.23 shall become effective unless (bthe first date on which such consent of the Required Lenders is obtained and the conditions specified in this proviso are satisfied with respect to the applicable Extension being called the “Extension Closing Date”) (i) If, by on the Response applicable Extension Closing Date, Lenders holding Commitments the conditions set forth in Sections 4.01(a) and 4.01(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Extension) and the Administrative Agent shall have received a certificate to that aggregate 50% or more effect dated such date and executed by a Financial Officer of the Aggregate Company. The Commitment shall constitute of each Non-extending Lenders, then Extending Lender shall terminate on the Existing Maturity Date shall not be extended Date, and the principal amount of any outstanding principal balance of all Loans made by such Non-Extending Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Non-Extending Lender hereunder shall be payable, due and the Commitments shall terminate, payable on the Existing Maturity Date. Notwithstanding the foregoing provisions of this paragraph, the terms “Availability Period” and “Maturity Date” (without taking into consideration any extension pursuant to this Section 2.23), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Bank or any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or such Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or any Swingline Lender shall not have consented to any Extension, (1) such Issuing Bank or such Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or a Swingline Lender, as applicable, hereunder through the applicable Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend or extend any Letter of Credit or make any Swingline Loan (but shall, in effect each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 2.20 and 11.03, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such extensiontime), and (2) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure attributable to Swingline Loans made by such Swingline Lender to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and in any event, no later than such Existing Maturity Date)).
Appears in 1 contract
Extension of Maturity Date. (a) The Not earlier than 60 days prior to, nor later than 30 days prior to, any anniversary date of the Closing Date, the Borrower may, by delivering an Extension Request upon notice to the Administrative Agent (who shall promptly deliver a copy to each of notify the Lenders), request a one year extension of the then current Maturity Date, provided, however, that the Borrower may request only two such extensions under this Agreement. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not less than 60 days it consents to such extension (which consent may be given or withheld in advance such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 13.7.
(b) Only if Majority Lenders (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section, the Maturity Date in effect at such time (shall be extended, with respect only to the “Existing Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 13.7. If so extended, the Maturity Date”), request that the Lenders extend the Existing Maturity Date as to the first anniversary of such Existing Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 13.7, shall be extended to the date falling one year after the existing Maturity Date (or, except that if such date is not a Business Day, such Maturity Date, as so extended, shall be the immediately next preceding Business Day); provided, however, that the pre-existing Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced (such Declining Lender’s “Existing Maturity Date”). Each LenderThe Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, acting and the Administrative Agent shall distribute an amended Schedule 1.1(a) (which shall be deemed incorporated into this Agreement), to reflect any changes in its sole discretionLenders and their respective Commitments. If the Maturity Date is extended pursuant to this Section 2.16 with respect to some but not all of the Lenders, shallthen no Letter of Credit may expire after the date that is five Business Days prior to an Existing Maturity Date in respect of any Declining Lender if, by written notice after giving effect to such Letter of Credit, the aggregate Commitments of the Consenting Lenders and each Lender replacing a Declining Lender for the period following such Existing Maturity Date would be less than the L/C Obligations following such Existing Maturity Date (after giving effect to any Cash Collateral with respect to such Letter of Credit or other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuers and the Administrative Agent).
(c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent given not later than the following, in form and substance reasonably satisfactory to the Administrative Agent (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be reasonably satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date that is of the 20th day Maturity Date, as extended pursuant to this Section, has been duly authorized by all necessary corporate action, (ii) a certificate, signed by an Authorized Officer of the Borrower certifying that, before and immediately after giving effect to such extension, (A) the representations and warranties of the Borrower and the other Credit Parties in the Credit Documents (other than, during a Specified Period, those set forth in Sections 8.4 and 8.20) are true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they are true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the date of the Extension Requestsuch extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representations and warranties are already qualified by materiality or if Material Adverse Effect, in which case they are true and correct in all respects) as of such date is not a Business Day, the immediately following Business Day (the “Response Date”earlier date), advise the Administrative Agent in writing whether and (B) no Default or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent Event of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Default exists.
(bd) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminateThe Borrower shall, on the Existing Maturity Date with respect to any Declining Lender that has not been replaced as a Lender pursuant to Section 13.7 pay in effect prior full all Obligations owing to such extensionDeclining Lender, and such Declining Lender’s Commitment and participation in any Letter of Credit or Swingline Loan outstanding hereunder shall terminate on such Existing Maturity Date.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Company may, on not more than three (3) occasions during the term of this Agreement, by delivering an Extension Request written notice to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 thirty (30) days in advance and not more than ninety (90) days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Closing Date”), request that the Lenders extend the Existing then-existing Maturity Date to and the first anniversary Commitments for an additional period of such Existing Maturity Date one (or, if such date is not a Business Day, the immediately preceding Business Day)1) year. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Administrative Agent given not later than the date that is the 20th twentieth (20th) day after the date of the Extension Request, or if such date is not a Business Day, Administrative Agent’s receipt of the immediately following Business Day (the “Response Date”)Company’s extension request, advise the Administrative Agent in writing whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension shall not obligate any other Lender request, then the then-existing Maturity Date shall, as to so agreethe Consenting Lenders, and it is understood that no Lender shall have any obligation whatsoever be extended to agree to any request made by the Borrower for an extension first (1st) anniversary of the Existing then-existing Maturity Date. The decision to agree or withhold agreement to any Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder extension shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrowers shall also make such other prepayments of their Loans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the Total Credit Exposures of all Lenders shall not exceed the Aggregate Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 11.13, at any time prior to the Existing Maturity Date, to replace any Declining Lender with a Lender or other Person that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this Section 2.14(a) shall become effective unless (i) with respect to each Borrower then existing at such time, the Administrative Agent shall have received deliverables of the type CHAR1\1990274v1 required pursuant to Section 4.01(c) and, if reasonably requested by the Administrative Agent, favorable written opinions of counsel to the Borrowers addressed to the Administrative Agent, the Lenders and the L/C Issuer, in form and substance satisfactory to the Administrative Agent and (ii) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the then-existing Maturity Date, after giving effect to such extension, (A) the representations and warranties contained in this Agreement or any other Loan Document shall (1) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (2) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(a), the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.03(a) and (b), respectively, and (B) no Default shall exist, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.
Appears in 1 contract
Sources: Credit Agreement (Itt Inc.)
Extension of Maturity Date. (a) The Borrower may, may extend the Maturity Date with respect to the Revolving Facility for an additional period of one year or eighteen months (a “Maturity Date Extension”) by delivering an Extension Request providing written notice of such request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not more than 60 days and not less than 60 30 days prior to the Maturity Date then in advance effect (such anniversary of the Maturity Date in effect at such time (Date, the “Existing Maturity Extension Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary . The Administrative Agent shall promptly notify each Lender of such Existing Maturity Date (orrequest and each Lender shall then, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to notify the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise Borrower and the Administrative Agent in writing within 10 Business Days after such request whether or not such Lender agrees will consent to the requested extension (each such Lender consenting to the applicable extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as , a “Non-extending Consenting Lender”; provided, that ). The failure of any Lender that does not advise to notify the Borrower and the Administrative Agent of its intent to consent to such requested an extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed a rejection by such Lender, as applicable. Such extension shall be effective as to be a Non-extending Lender. The Administrative Agent shall notify Consenting Lenders under the BorrowerRevolving Facility consenting to such extension if the Required Lenders approve such Maturity Date Extension; provided, in writingeach case, of that (A) the Lenders’ elections promptly Maturity Date following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it be a date that is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
eighteen months after the applicable Extension Date and (bB) (i) If, by at the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing existing Maturity Date in effect prior to each Maturity Date Extension, (1) the commitments of Lenders that did not consent to such Maturity Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Loans of such Lenders will be repaid (it being understood that the commitments of the Declining Lenders not consenting to such extension will remain in effect until the Maturity Date originally applicable to such Lenders) and (2) the Borrower shall make such additional prepayments as shall be necessary in order that the Loans hereunder immediately after such existing Maturity Date will not exceed, respectively, the Aggregate Commitments.
(b) The consent of Declining Lenders will not be required provided that Consenting Lenders constituting the Required Lenders have approved such Maturity Date Extension; provided that the Borrower shall have the right, at any time prior to the existing Maturity Date, to obtain the signatures of the Required Lenders by replacing Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.17 (each such Lender, a “New Lender”), in each case on the existing Maturity Date. If any Lender rejects, or is deemed to have rejected, the Borrower’s request for an extension, the Borrower may replace Declining Lenders with Extending Lenders or New Lenders, in each case on the existing Maturity Date. In connection with any such replacement pursuant to this clause (b), the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Maturity Date applicable to each Lender and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Maturity Date applicable thereto. No action by or consent of any Declining Lender shall be necessary in connection with such assignment. In connection with any such assignment, the Borrower, Administrative Agent, such Declining Lender and the replacement Lender shall otherwise comply with Section 12.01; provided that if such Declining Lender does not comply with Section 12.01 within five (5) Business Days after the Borrower’s request, compliance with Section 12.01 (but only on the part of the Declining Lender) shall not be required to effect such assignment.
(c) If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to Section 2.02(b), (x) Loans made on or after the existing Maturity Date shall be made in accordance with Section 2.01(a) or (b), as applicable, based on the respective Commitments in effect on and after the existing Maturity Date and (y) if, on the date of such joinder or increase, there are any Loans outstanding, such Loans shall on or prior to such date be prepaid from the proceeds of new Loans made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the applicable Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04.
(d) Each such Maturity Date Extension will not be effective as to any Lender unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of such extension and (b) all representations and warranties of the Borrower set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension pursuant to this Section 2.02.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Walgreens Boots Alliance, Inc.)
Extension of Maturity Date. (a) The Not more than 45 days and not less than 30 days prior to any anniversary of the Closing Date, the Borrower may, in each case, request in writing that the Lenders extend the then current Maturity Date of the Revolving Commitments and related Loans for an additional one year (and the Agent shall promptly give the Lenders notice of any such request); provided, that the applicable Maturity Date may be extended under this Section 2.7 no more than two times in the aggregate and, after giving effect to such extension, the remaining term of this Agreement shall not exceed five years. Each Lender shall provide the Agent, not more than 15 days subsequent to any such request by delivering an the Borrower (or such other date as the Borrower and the Agent may agree; such date, the “Extension Request Date”), with written notice regarding whether it agrees to extend the then current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in its sole discretion and any Lender who fails to give written notice of its decision by the Extension Request Date shall be deemed a Non-Extending Lender.
(b) If all Lenders agree in writing to the Administrative Agent (who shall promptly deliver a copy to each extension request by the Extension Request Date, then the Maturity Date of the Lenders), not less than 60 days in advance Revolving Commitments and related Loans shall be extended to the first anniversary of the Maturity Date therefor then in effect. If Lenders constituting Required Lenders, but not all Lenders, agree in writing to the extension request by the Extension Request Date, then the Borrower may, on the Extension Request Date, notify the Agent in writing that it wishes to extend such Maturity Date, and such Maturity Date shall, as to the Revolving Commitments and related Loans of the Extending Lenders, be extended to the first anniversary of the Maturity Date then in effect at prior to giving effect to any such time extension (such Maturity Date, the “Existing Maturity Date”). The Borrower shall, request that on the Existing Maturity Date, pay to the Non-Extending Lenders extend in effect immediately prior to such extension in immediately available funds the principal of and interest accrued on the portion of the Revolving Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Libor Loans or Alternative Currency Term Rate Loans), on such date. Upon such Existing Maturity Date, (i) the Revolving Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder and (iii) the Aggregate Revolving Commitments shall be reduced by an amount equal to the aggregate Revolving Commitments of each such Non-Extending Lender.
(c) Notwithstanding the foregoing provisions of this Section 2.7, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to the Existing Maturity Date to replace, in accordance with the first anniversary terms of such Existing Section 15.25, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender.
(or, if such date is not d) As a Business Daycondition precedent to any extension pursuant to this Section 2.7, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Borrower shall deliver to the Administrative Agent given not later than a certificate of each Loan Party (i) certifying and attaching the date that is resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the 20th day case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 9 and the other Loan Documents are true and correct in all material respects on and as of the date of effectiveness of such extension, except to the Extension Requestextent that such representations and warranties specifically refer to an earlier date, or if in which case they are true and correct in all material respects as of such date is not a Business Dayearlier date, and except that for purposes of this Section 2.7, the immediately following Business Day representations and warranties contained in subsections (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent a) and (b) of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date Section 9.2 shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify refer to the Borrowermost recent statements furnished pursuant to subsections (a) and (b), in writingrespectively, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agreeSection 10.1, and it is understood that (B) no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22Default exists.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower Borrowers may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 thirty (30) days in advance of the applicable Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th twentieth (20th) day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrowers, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date Borrowers may be extended no not exercise their extension rights under this Section 2.21 more than two times pursuant to this Section 2.22twice.
(b) (i) If, by the Response Date, Revolving Lenders or Term Lenders, as applicable, holding Commitments in the applicable Class of Loans that aggregate 50% or more of the Aggregate Commitment total Commitments in such Class shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans in such Class and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Sources: Credit Agreement (Schweitzer Mauduit International Inc)
Extension of Maturity Date. (a) The If the initial Termination Date shall be extended pursuant to Section 2.10, then the initial Maturity Date shall automatically be extended to the date 364 days after the initial Termination Date (the "Extended Maturity Date").
(b) If the initial Termination Date shall not be extended pursuant to Section 2.10, then (unless an Event of Default has occurred and is continuing) the Borrower may, may elect to extend the initial Maturity Date to the Extended Maturity Date by delivering an notice of such extension (a "Maturity Date Extension Request Notice") to the Administrative Agent (who which shall promptly deliver a copy of such Maturity Date Extension Notice to each Bank) not later than 15 days prior to the Termination Date. If a Maturity Date Extension Notice shall be delivered in accordance with this paragraph, then (i) the initial Maturity Date shall be automatically extended to the Extended Maturity Date, (ii) the principal amount of all Contract Advances outstanding on the LendersTermination Date shall remain outstanding as term advances (the "Term Advances") which mature on the Extended Maturity Date, (iii) all Competitive Advances shall be paid in full on or prior to the Termination Date and (iv) all Commitments shall terminate on the Termination Date.
(c) If the initial Termination Date shall be extended pursuant to Section 2.10, but there shall remain a Rejected Amount (after giving effect to any replacements by Accepting Banks and Purchasing Banks pursuant to Section 2.10), not less than 60 days in advance then (unless an Event of Default has occurred and is continuing) the Borrower may elect to extend the initial Maturity Date in effect at such time (with respect to outstanding Contract Advances of Rejecting Banks to the “Existing Maturity Date”), request that the Lenders extend the Existing Extended Maturity Date to the first anniversary of such Existing by delivering a Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Extension Notice to the Administrative Agent given (which shall promptly deliver a copy of such Maturity Date Extension Notice to the Rejecting Banks) not later than 15 days prior to the date that is initial Termination Date. If a Maturity Date Extension Notice shall be delivered in accordance with this paragraph, then (i) the 20th day after Termination Date with respect to the date Commitments of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date Accepting Banks and any Lender that is a Defaulting Lender on Purchasing Banks shall be extended in accordance with Section 2.10, (ii) the Response Commitments of the Rejecting Banks (after giving effect to replacements by Accepting Banks and Purchasing Banks pursuant to Section 2.10) shall terminate, (iii) the initial Maturity Date shall be deemed extended to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Extended Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.,
Appears in 1 contract
Sources: 364 Day Competitive Advance/Revolving Credit Agreement (Union Pacific Resources Group Inc)
Extension of Maturity Date. (a) The Borrower Company may, by delivering an delivery of a Maturity Date Extension Request to the General Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 45 days in advance and not more than 85 days prior to any anniversary of the Maturity Date in effect at such time (the “Existing Maturity Effective Date”), request that the Lenders extend the Existing Maturity Date to for an additional period of one year; provided that there shall be no more than two extensions of the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)pursuant to this Section. Each Lender, acting in its sole discretion, Lender shall, by written notice to the Company and the General Administrative Agent given not later than the date that is the 20th day after the date of the General Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing Company whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Company and the General Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date day shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate be a Declining Lender; provided that a Declining Lender may, with the written consent of the Company, elect to become a Consenting Lender by providing written notice of such election to the Company and the General Administrative Agent at any other Lender time prior to so agreethe Existing Maturity Date. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request within the 20-day period described above, and it is understood that no then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect (such Maturity Date being called the “Existing Maturity Date”). The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of terminate on the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, principal amount of any outstanding Loans made by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Declining Lenders, then the Existing Maturity Date shall not be extended together with any accrued interest thereon and the outstanding principal balance of all Loans any accrued fees and other amounts payable hereunder to or for the account of such Declining Lenders hereunder, shall be payabledue and payable on the Existing Maturity Date, and the Commitments shall terminate, on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 6.06 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 6.14(b), at any time on or prior to the Existing Maturity Date, to replace a Declining Lender with one or more Lenders or other financial institutions that will agree to the applicable Maturity Date Extension Request, and each such extensionreplacement Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Sections 8.02 (c) and (d) shall be satisfied and the General Administrative Agent shall have received a certificate to that effect dated on such anniversary of the Effective Date and executed by a Financial Officer of the Company.
Appears in 1 contract
Extension of Maturity Date. (ad) The Borrower Company may, from time to time, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), Lenders of the applicable Class of Loans) not less than 60 45 days (or such shorter period of time as may be agreed between the Company and the Administrative Agent) and not more than 75 days prior to (x) any anniversary of the Effective Date or (y) the Maturity Date of the 2019 Incremental Term Loans (as applicable), request that the Lenders of the applicable Class of Revolving Loans and Commitments, Swingline Loans and/or 2019 Incremental Term Loans extend the Existing Maturity Date (I) in advance respect of Revolving Borrowings and Swingline Loans for an additional period of one year and (II) in respect of 2019 Incremental Term Loans for an additional period of up to 364 days as specified in the applicable Maturity Date Extension Request. Each Lender of the applicable Class shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Company, advise the Company whether or not in its sole discretion it agrees to the requested extension (each Lender of the applicable Class agreeing to a requested extension being called a “Consenting Lender”, and each Lender of the applicable Class declining to agree to a requested extension being called a “Declining Lender”). Any Lender of the applicable Class that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request in respect of the Revolving Commitments and Revolving Borrowings, then the Maturity Date shall, as to the applicable Consenting Lenders, be extended to the first anniversary of the Maturity Date in respect of Revolving Borrowings theretofore in effect. If the Lenders constituting the Required 2019 Incremental Term Lenders shall have agreed to a Maturity Date Extension Request of 2019 Incremental Term Loans, then the Maturity Date shall, as to the applicable Consenting Lenders, be extended to the requested date up to 364 days from the Maturity Date in respect of 2019 Incremental Term Loans theretofore in effect as specified in the applicable Maturity Date Extension Request. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each applicable Lender. The Revolving Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such time extension. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”), request that the Lenders extend and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the first anniversary termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Existing Maturity Date (orwithout taking into consideration any extension pursuant to this Section 2.09), if as such date is not a Business Day, terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the immediately preceding Business Day). Each Swingline Lender or any Swingline Loans made by the Swingline Lender, acting may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in its sole discretionthe event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, shall(i) such Issuing Bank or the Swingline Lender, by written notice as applicable, shall continue to have all the Administrative Agent given not later than rights and obligations of an Issuing Bank or the date that is the 20th day after the date of the Extension RequestSwingline Lender, or if such date is not a Business Dayas applicable, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend hereunder through the Existing Maturity Date is referred (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to herein issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as a “Non-extending Lender”; providedapplicable (but shall, that any Lender that does not advise in each case, continue to be entitled to the Administrative Agent benefits of its consent Sections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such requested extension time), and (ii) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed Swingline Exposure to be a Non-extending Lender. The Administrative Agent shall notify zero no later than the Borrowerday on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in writingany event, of no later than the Lenders’ elections promptly following the Response Existing Maturity Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, )) and it is understood that (b) no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this paragraph shall become effective unless on the Extension Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 2.22.
4.02 shall be satisfied (bwith all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.02(a)) (i) Ifand, if reasonably requested by the Response DateAdministrative Agent, Lenders holding Commitments the Administrative Agent shall have received a certificate to that aggregate 50% or more effect dated such date and executed by a Financial Officer of the Aggregate Commitment shall constitute Non-extending Lenders, then Company as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the Existing Maturity Date shall not be extended corporate power and authority of the outstanding principal balance of all Loans and other amounts payable Borrowers to borrow hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in after giving effect prior to such extension.”
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.222.21.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower At any time following the Effective Date, the Company may, by delivering an Extension Request upon notice to the Administrative Agent (who which shall promptly deliver a copy to each of notify the Lenders), not less than 60 days request a one-year extension of the Maturity Date then in advance of effect (the Maturity Date in effect at such time (being the “Existing Maturity Date”), request that and the Lenders extend the Existing extension thereof being a “Maturity Date Extension”); provided that (i) such request may be made on not more than two occasions during the term of this Agreement and (ii) after giving effect to the first anniversary of such Existing any Maturity Date (or, if such date is not a Business DayExtension, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not Maturity Date shall be no later than the date that is the 20th day five years after the date applicable Extension Effective Date. Within 10 days of the Extension Requestdelivery of such notice, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise each Lender shall notify the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent consents to such requested extension by (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the Response Date and any Lender that is a Defaulting Lender on the Response Date above time period shall be deemed not to be a Non-extending Lenderhave consented to such extension. The Administrative Agent shall promptly notify the Borrower, in writing, Company of the Lenders’ elections promptly responses.
(b) The Maturity Date shall be extended, as of the applicable Extension Effective Date, only if the Required Lenders (calculated excluding, for the avoidance of doubt, any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Extending Lenders”, and the Lenders that do not consent being the “Non-Extending Lenders”). If so extended, the Maturity Date, as to the Extending Lenders, shall be extended to the same date in the year following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the applicable Existing Maturity Date. The Administrative Agent and the Company shall promptly notify the Lenders that the Required Lenders (calculated as set forth above) have consented to any Maturity Date Extension and notify the Lenders of the date of the closing and effectiveness of such Maturity Date Extension (such date being an “Extension Effective Date”) and the Maturity Date after giving effect to such Maturity Date Extension; provided that no Maturity Date Extension shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Effective Date, both immediately prior to and immediately after giving effect to such Maturity Date Extension and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on the Extension Effective Date, the representations and warranties of the Company set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, Material Adverse Effect or similar language, in all respects (after giving effect to such qualification) and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, and (iii) the Company shall have delivered to the Administrative Agent such board resolutions, secretary’s certificates, officer’s certificates and good standing certificates (to the extent such concept is applicable in the applicable jurisdiction) as shall reasonably be requested by the Administrative Agent in connection with such Maturity Date Extension. The Administrative Agent may, without the consent of any Lender (but with the consent of the Company), effect such amendments to this Agreement and the other Loan Documents as may be extended no more than two times pursuant necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.222.19.
(bc) The principal amount of any outstanding Loans made by any Non-Extending Lenders, together with accrued interest thereon and any accrued fees and other amounts (iincluding pursuant to Section 2.15) Ifpayable to or for the account of such Non-Extending Lenders hereunder, by shall be due and payable on the Response applicable Existing Maturity Date, Lenders holding Commitments that aggregate 50% or more and the Company shall make such other prepayment of Loans outstanding on the Aggregate Commitment shall constitute Non-extending Lenders, then the applicable Existing Maturity Date (and pay any additional amounts required pursuant to Section 2.15) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the applicable Existing Maturity Date. For the avoidance of doubt, on the applicable Existing Maturity Date, the Credit Exposures and the Applicable Percentages of all the Lenders shall automatically (without any further action) be adjusted to give effect to such Maturity Date Extension. Notwithstanding the foregoing, the Maturity Date and the Availability Period, as such terms are used in reference to any Issuing Bank or any Letter of Credit issued by such Issuing Bank or in reference to any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended with respect to any Issuing Bank or Swingline Lender without the prior written consent of such Issuing Bank or Swingline Lender (such consent to be withheld or provided in its sole and absolute discretion), as applicable (it being understood and agreed that, in the outstanding event any Issuing Bank or Swingline Lender, as applicable, shall not have consented to any Maturity Date Extension, (A) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder, and such Swingline Lender shall continue to have all the rights and obligations of a Swingline Lender hereunder, in each case through the applicable Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, renew or extend any Letter of Credit or make any Swingline Loan, as applicable (but shall continue to have all the rights of an Issuing Bank or Swingline Lender, as the case may be, under this Agreement with respect to Letters of Credit issued by it or Swingline Loans made by it, as applicable, prior to such time), and (B) the Company shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to such Maturity Date Extension (and, in any event, no later than the applicable Existing Maturity Date) and shall repay the principal balance amount of all outstanding Swingline Loans and other amounts payable hereunder shall be payablemade by such Swingline Lender, and the Commitments shall terminatetogether with any accrued interest thereon, on the applicable Existing Maturity Date in effect prior to such extensionDate.
Appears in 1 contract
Sources: Credit Agreement (Aqua America Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the LendersLenders of the applicable Class), not less than 60 days in advance of the Revolving Credit Maturity Date in effect at such time (the “Existing Revolving Credit Maturity Date”) or the Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity Date”; any reference to the “Existing Maturity Date” in this Section 2.22 shall mean the Existing Revolving Credit Maturity Date or the Existing Term Loan Maturity Date, as the context requires), as the case may be, request that the Lenders of the applicable Class extend the applicable Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each LenderLender of the applicable Class, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender L▇▇▇▇▇ agrees to the requested extension. Each Lender of the applicable Class that advises the Administrative Agent that it will not extend the applicable Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender of the applicable Class that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender of the applicable Class that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending LenderLender in respect of the applicable Extension Request. The Administrative Agent shall notify the Borrower, in writing, of the applicable Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Revolving Credit Maturity Date and the Term Loan Maturity Date may each be extended no more than two times one time pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Commencing during the Fiscal Year ended December 31, 2023 and in each subsequent Fiscal Year, the Borrower may, by delivering an Extension Request no earlier than 90 days and no later than 30 days prior to the end of the then-current Fiscal Year, request in writing to the Administrative Agent (who the “Extension Request”) that this Agreement be amended to extend the then current Maturity Date to a date one year later than the then current Maturity Date. A copy of the Extension Request shall promptly deliver a copy be provided by the Administrative Agent to each of the Lenders), not less than 60 days Lenders in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)accordance with Section 17.19. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default under this Agreement, by written notice to the Administrative Agent given (the “Extension Response Notice”), not later than the date that is the 20th day 35 days after the date Administrative Agent’s receipt of the Extension Request (the “Extension Response Period”), approve or decline the Extension Request. If any such Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender shall be deemed to have declined the Extension Request. If the Majority Lenders approve the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the BorrowerBorrower and the Lenders of such approval and confirm the new Maturity Date, in writingwhich new Maturity Date shall become effective on and from the Maturity Extension Date for the Facility. If the Majority Lenders do not approve the Extension Request, of the Lenders’ elections promptly following Administrative Agent shall notify the Response Date. The election of any Lender to agree to such an extension Borrower and the Lenders and the Maturity Date shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22extended.
(b) If the Majority Lenders but less than all of the Lenders under the Facility approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply:
(i) IfOn or before the second Banking Day after the Extension Response Period, by the Response DateAdministrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender under the Facility identifying the Approving Lenders and Lender or Lenders under the Facility that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments with respect to the Facility.
(ii) Any Approving Lender may, Lenders holding Commitments that aggregate 50% at its option, acquire all or more any portion of the Aggregate Commitment rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall constitute Non-extending Lendersbe given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the Existing Maturity Date rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisitions shall be completed in accordance with the procedures set out in Section 19.5(c) on such date as the Approving Lender or Approving Lenders may select, provided that such date shall not be extended later than the then-current Maturity Date (the “Maturity Extension Date”). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons who are satisfactory to the Administrative Agent, acting reasonably, and who acquire all or a portion of the outstanding principal balance of all Loans the rights and other amounts payable hereunder obligations of the Declining Lenders under the Credit Documents on the Maturity Extension Date of such year in accordance with the procedures set out in Section 19.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders shall, at the option of the Borrower, (x) remain outstanding under this Agreement subject to the terms and conditions hereof but shall be payable, and repaid by the Commitments shall terminate, Borrower to the Declining Lender in full on the Existing then current Maturity Date (without giving effect to the Extension Request) or (y) be repaid in effect prior to such extensionfull by the Borrower.
Appears in 1 contract
Extension of Maturity Date. (a) The a. Not more than 75 days and not less than 20 days prior to each annual anniversary of the Closing Date, Borrower may, in each case, request in writing that the Syndication Parties extend the then current 5-Year Maturity Date for an additional one year (and the Administrative Agent shall promptly give the Syndication Parties notice of any such request); provided, however, that the 5-Year Maturity Date may be extended under this Section 2.11 no more than two (2) times in the aggregate. Each Syndication Party shall provide the Administrative Agent, not more than 15 days subsequent to any such request by delivering Borrower, with written notice regarding whether it agrees to extend the then current 5-Year Maturity Date. Each decision by a Syndication Party shall be in its sole discretion and failure by a Syndication Party to give timely written notice hereunder shall be deemed a decision by such Syndication Party not to extend the 5-Year Maturity Date. If all of the Syndication Parties timely agree in writing to extend the 5-Year Maturity Date, then the 5-Year Maturity Date shall be extended for an Extension Request additional one year pursuant to a duly executed written amendment to this Credit Agreement.
b. If any Syndication Party fails to agree to extend the 5-Year Maturity Date (a “Refusing Syndication Party”), then Borrower may, on or before the applicable anniversary date, request, at its own discretion and its own expense, any of the Refusing Syndication Parties (and each Refusing Syndication Party shall be required to transfer and assign upon such request) to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms of Section 15.27) all of its Syndication Interest under this Credit Agreement to an assignee that would be eligible pursuant to Section 15.27 (which may be one or more existing Syndication Parties if any existing Syndication Party accepts such assignment); provided that (A) such assignment or assignments shall not conflict with any law, rule, regulation or order of any court or other Governmental Authority, (B) Borrower or such assignee or assignees shall pay to the Refusing Syndication Parties in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such Refusing Syndication Parties and all other amounts owed to such Refusing Syndication Parties hereunder, as well as any transfer fee owing to the Administrative Agent under Section 15.27 and (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at C) such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date transfer and assignment must occur on or prior to the first applicable anniversary of date.
c. If there exists any Refusing Syndication Party, and such Existing Maturity Date (or, if such date Refusing Syndication Party is not a Business Day, the immediately preceding Business Day). Each Lender, acting in required by Borrower to transfer and assign its sole discretion, shall, by written notice interests prior to the Administrative Agent given not later than applicable anniversary date as set forth in subsection 2.11.2 above, then Borrower may, on or before the date that is the 20th day after the date of the Extension Requestapplicable anniversary date, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise notify the Administrative Agent in writing whether or that it wishes to (and all Syndication Parties who are not Refusing Syndication Parties (each, a “Consenting Syndication Party”) shall agree to) extend the 5-Year Maturity Date with Individual 5-Year Commitments (for such Lender agrees additional year) equal to the requested extension. Each Lender that advises the Administrative Agent that it will not 5-Year Commitments of such Consenting Syndication Parties for such additional year.
d. If Borrower opts to extend the Existing 5-Year Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenderssubsection 2.11.3 above, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminateBorrower shall, on the Existing 5-Year Maturity Date in effect immediately prior to such extension, pay to the Refusing Syndication Parties in immediately available funds the principal of and interest accrued on the portion of the Loans hereunder held by the Refusing Syndication Parties, as well as all other amounts due and payable to the Refusing Syndication Parties (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Syndication Party to fund its LIBO Rate Loans), on such date. Upon such payment, (i) the 5-Year Commitments of each such Refusing Syndication Party shall terminate, (ii) each such Refusing Syndication Party shall cease to be a Syndication Party hereunder and (iii) the 5-year Commitment shall be reduced by an amount equal to the aggregate Individual 5-Year Commitments of each such Refusing Syndication Party.
Appears in 1 contract
Sources: Credit Agreement (CHS Inc)
Extension of Maturity Date. (a) The Borrower Company may, from time to time, by delivering an delivery of a Maturity Date Extension Request to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), Lenders of the applicable Class of Loans) not less than 60 45 days (or such shorter period of time as may be agreed between the Company and the Administrative Agent) and not more than 75 days prior to any anniversary of the Effective Date, request that the Lenders of the applicable Class of Revolving Loans and Commitments and/or Swingline Loans extend the Existing Maturity Date in advance respect of Revolving Borrowings and Swingline Loans for an additional period of one year. Each Lender of the applicable Class shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Company, advise the Company whether or not in its sole discretion it agrees to the requested extension (each Lender of the applicable Class agreeing to a requested extension being called a “Consenting Lender”, and each Lender of the applicable Class declining to agree to a requested extension being called a “Declining Lender”). Any Lender of the applicable Class that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request in respect of the Revolving Commitments and Revolving Borrowings, then the Maturity Date shall, as to the applicable Consenting Lenders, be extended to the first anniversary of the Maturity Date in respect of Revolving Borrowings theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each applicable Lender. The Revolving Commitment of any Declining Lender shall terminate on the Maturity Date in effect at prior to giving effect to any such time extension. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”), request that the Lenders extend and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the first anniversary termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Existing Maturity Date (orwithout taking into consideration any extension pursuant to this Section 2.09), if as such date is not a Business Day, terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the immediately preceding Business Day). Each Swingline Lender or any Swingline Loans made by the Swingline Lender, acting may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in its sole discretionthe event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, shall(i) such Issuing Bank or the Swingline Lender, by written notice as applicable, shall continue to have all the Administrative Agent given not later than rights and obligations of an Issuing Bank or the date that is the 20th day after the date of the Extension RequestSwingline Lender, or if such date is not a Business Dayas applicable, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend hereunder through the Existing Maturity Date is referred (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to herein issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as a “Non-extending Lender”; providedapplicable (but shall, that any Lender that does not advise in each case, continue to be entitled to the Administrative Agent benefits of its consent Sections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such requested extension time), and (ii) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed Swingline Exposure to be a Non-extending Lender. The Administrative Agent shall notify zero no later than the Borrowerday on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in writingany event, of no later than the Lenders’ elections promptly following the Response Existing Maturity Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, )) and it is understood that (b) no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this paragraph shall become effective unless on the Extension Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in Section 2.22.
4.02 shall be satisfied (bwith all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.02(a)) (i) Ifand, if reasonably requested by the Response DateAdministrative Agent, Lenders holding Commitments the Administrative Agent shall have received a certificate to that aggregate 50% or more effect dated such date and executed by a Financial Officer of the Aggregate Commitment shall constitute Non-extending Lenders, then Company as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the Existing Maturity Date shall not be extended corporate power and authority of the outstanding principal balance of all Loans and other amounts payable Borrowers to borrow hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in after giving effect prior to such extension.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, may extend the Maturity Date with respect to the Revolving Facility for additional periods of eighteen months (a “Maturity Date Extension”) by delivering an Extension Request providing written notice of such request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not more than 90 days and not less than 60 30 days prior to the Maturity Date then in advance effect (such anniversary of the Maturity Date in effect at such time (Date, the “Existing Maturity Extension Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary . The Administrative Agent shall promptly notify each Lender of such Existing Maturity Date (orrequest and each Lender shall then, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to notify the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise Borrower and the Administrative Agent in writing within 10 Business Days after such request whether or not such Lender agrees will consent to the requested extension (each such Lender consenting to the applicable extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as , a “Non-extending Consenting Lender”; provided, that ). The failure of any Lender that does not advise to notify the Borrower and the Administrative Agent of its intent to consent to such requested an extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed a rejection by such Lender, as applicable. Such extension shall be effective as to be a Non-extending Lender. The Administrative Agent shall notify Consenting Lenders under the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree Revolving Facility consenting to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by if the Borrower for an extension of the Existing Maturity Date. The Required Lenders approve such Maturity Date may be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, by Extension; provided that at the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing existing Maturity Date in effect prior to such Maturity Date Extension, (1) the commitments of Lenders that did not consent to such Maturity Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Loans of such Lenders will be repaid (it being understood that the commitments of the Declining Lenders not consenting to such extension will remain in effect until the Maturity Date originally applicable to such Lenders) and (2) the Borrower shall make such additional prepayments as shall be necessary in order that the Loans hereunder immediately after such existing Maturity Date will not exceed, respectively, the Aggregate Commitment.
(b) The consent of Declining Lenders will not be required; provided that Consenting Lenders constituting Required Lenders have approved such Maturity Date Extension; provided further that the Borrower shall have the right, at any time prior to the existing Maturity Date, to obtain the signatures of the Required Lenders by replacing Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.17 (each such Lender, a “New Lender”), in each case on the existing Maturity Date. If any Lender rejects, or is deemed to have rejected, the Borrower’s request for an extension, the Borrower may replace Declining Lenders with Extending Lenders or New Lenders, in each case on the existing Maturity Date. In connection with any such replacement pursuant to this clause (b), the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Maturity Date applicable to each Lender and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Maturity Date applicable thereto. No action by or consent of any Declining Lender shall be necessary in connection with such assignment. In connection with any such assignment, the Borrower, Administrative Agent, such Declining Lender and the replacement Lender shall otherwise comply with Section 12.01; provided that if such Declining Lender does not comply with Section 12.01 within five (5) Business Days after the Borrower’s request, compliance with Section 12.01 (but only on the part of the Declining Lender) shall not be required to effect such assignment.
(c) If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to Section 2.02(b), (x) Loans made on or after the existing Maturity Date shall be made in accordance with Section 2.01, based on the respective Commitments in effect on and after the existing Maturity Date and (y) if, on the date of such joinder or increase, there are any Loans outstanding, such Loans shall on or prior to such date be prepaid from the proceeds of new Loans made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the applicable Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04.
(d) Each such Maturity Date Extension will not be effective as to any Lender unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of such extension and (b) all representations and warranties of the Borrower set forth in Article V shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date.
(e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension pursuant to this Section 2.02.
Appears in 1 contract
Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)
Extension of Maturity Date. (a) The Borrower Company may, by delivering written notice (an “Extension Request Notice”) delivered to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less fewer than 30 days and not more than 60 days in advance prior to any anniversary of the Closing Date, request an extension (each, an “Extension”) of the Maturity Date in effect at to the one-year anniversary of the then existing Maturity Date (such time (existing Maturity Date, the “Existing Maturity Date”), provided that not more than two Extensions may be requested since the Closing Date and, after giving effect to any Extension, the Maturity Date may not be more than five years after the applicable Extension Closing Date.
(b) The Administrative Agent shall promptly furnish a copy of each Extension Notice to each Lender, and shall request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), each Lender advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Extension within 15 days of delivery to such Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”of such Extension Notice; provided, provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on 15th day after the Response Date date of [[6069954]] such Extension Notice shall be deemed to be a Non-extending have declined the requested Extension (each Lender agreeing to the requested Extension being called an “Extending Lender. The Administrative Agent shall notify the Borrower”, in writing, of the Lenders’ elections promptly following the Response Date. The election of any and each Lender declining or deemed to have declined to agree to such an extension the requested Extension being called a “Non-Extending Lender”). The decision to agree or withhold agreement to any Extension hereunder shall be at the sole discretion of each Lender. If Lenders (including any Replacement Lenders) constituting not obligate any other Lender to so agree, and it is understood that no Lender less than the Required Lenders shall have any obligation whatsoever agreed to agree extend the Maturity Date before the anniversary of the Closing Date immediately following the delivery of the applicable Extension Notice, then, effective as of the Extension Closing Date with respect thereto, the Maturity Date applicable to any request made by the Borrower for an extension Extending Lenders shall be the first anniversary of the Existing Maturity Date. The ; provided that no extension of the Maturity Date may be extended no more than two times pursuant to this Section 2.22.
2.18 shall become effective unless (bthe first date on which such consent of the Required Lenders is obtained and the conditions specified in this proviso are satisfied with respect to the applicable Extension being called the “Extension Closing Date”) (i) Ifthe representations and warranties of the Company set forth in this Agreement shall be true and correct (x) in the case of the representations and warranties qualified as to materiality, by in all respects and (y) otherwise, in all material respects, in each case on and as of the Response Extension Closing Date, Lenders holding Commitments except in the case of any such representation and warranty that aggregate 50% expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (ii) on the Extension Closing Date, no Default shall have occurred and be continuing immediately prior to or more immediately after giving effect thereto and (iii) the Administrative Agent shall have received a certificate dated as of the Aggregate Extension Closing Date and executed by a Responsible Officer of the Company to the effect that the conditions set forth in clauses (i) and (ii) above have been satisfied. The Commitment shall constitute of each Non-extending Lenders, then Extending Lender shall terminate on the Existing Maturity Date shall not be extended Date, and the principal amount of any outstanding principal balance of all Loans made by such Non-Extending Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable hereunder to or for the account of such Non-Extending Lender hereunder, shall be payable, due and the Commitments shall terminate, payable on the Existing Maturity Date in effect prior to such extensionDate.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each Not more than once in any fiscal year of the Lenders)Borrower, not less than 60 days in advance the Borrower may request an extension of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first or second anniversary of such Existing the then scheduled Maturity Date (or, if but in no event later than the fourth anniversary of the date of such date is request) by submitting a request for an extension to the Agent not a Business Dayless than 180 days prior to the then scheduled Maturity Date. At the time of or prior to the delivery of such request, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice Borrower shall propose to the Administrative Agent given the amount of the fees that the Borrower would agree to pay with respect to such extension if approved by the Banks. Promptly upon (but not later than five Business Days after) the date that is Agent's receipt and approval of the 20th day extension request and fee proposal (as so approved, the "Extension Request"), the Agent shall deliver to each Bank a copy of, and shall request each Bank to approve, the Extension Request. Each Bank approving the Extension Request shall deliver its written approval no later than 60 days after the date such Bank's receipt of the Extension Request, or if . If the written approval of the Extension Request by the Majority Banks is received by the Agent within such date is not a Business Day60-day period, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed extended to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, first or second anniversary of the Lenders’ elections promptly following then scheduled Maturity Date (as specified in the Response DateExtension Request) but only with respect to the Banks that have given such written approval. The election of any Lender Except to agree the extent that a Bank that did not give its written approval to such an extension Extension Request ("Rejecting Bank") is replaced as provided in Section 2.20, the Loans and all interest, fees and other amounts owed to such Rejecting Bank shall not obligate any other Lender be paid in full on the Maturity Date as determined prior to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by such Extension Request (the Borrower for an extension of the Existing "Rejecting Bank's Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22").
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more Within ten days of the Aggregate Commitment Agent's notice to the Borrower that the Majority Banks have approved an Extension Request, the Borrower shall constitute Non-extending Lenders, then pay to the Existing Maturity Date shall not be extended and Agent for the outstanding principal balance account of all Loans and other amounts payable hereunder shall be payable, and each Bank that has approved the Commitments shall terminate, on Extension Request the Existing Maturity Date applicable extension fees specified in effect prior to such extensionthe Extension Request.
Appears in 1 contract
Extension of Maturity Date. (a) The Parent Borrower may, by delivering an delivery of a written request (a “Maturity Date Extension Request Request”) to the Administrative Agent (who which shall promptly deliver a copy to each of the Lenders), ) not less than 60 30 days in advance and not more than 75 days prior to an anniversary of the Maturity Date in effect at such time (the “Existing Maturity Original Closing Date”), request that the Lenders extend the Existing Maturity Date for an additional period of one year; provided that (i) such request shall be made to all Lenders having the same Maturity Date on the same terms and (ii) there shall be no more than two extensions of the Maturity Date pursuant to this Section. Such Maturity Date Extension Request shall set forth (A) any changes to interest rate margins, fees or other pricing that will apply to the first anniversary extensions of credit by Lenders that elect to agree to such Existing Maturity Date Extension Request (which may be higher or lower than those that apply before giving effect to such Maturity Date Extension Request) and (B) any covenants or other terms that will apply solely to any period after the latest Maturity Date (or, if any) applicable to any Lenders that have a Maturity Date earlier than the Maturity Date that will apply to Lenders that elect to agree to such date is not a Business Day, Maturity Date Extension Request. Other than the extended Maturity Date and the changes described in clauses (A) and (B) of the immediately preceding Business Day). sentence, the terms applicable to Lenders that elect to agree to such Maturity Date Extension Request shall be identical to those that applied before giving effect thereto.
(b) Each Lender, acting in its sole discretion, Lender shall, by written notice to the Parent Borrower and the Administrative Agent given not later than the date that is the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request, Request (or if such other date is not a Business Dayas the Parent Borrower and the Administrative Agent may agree; such date, the immediately following Business Day (the “Response Extension Date”), advise the Administrative Agent in writing Parent Borrower whether or not such Lender it agrees to the requested extensionextension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender that advises has not so advised the Parent Borrower and the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to by such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Extension Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender have declined to agree to such an extension and shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22a Declining Lender.
(bc) (i) If, If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request by the Response Extension Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date shall not shall, as to the Consenting Lenders, be extended and to the outstanding principal balance first anniversary of all Loans and other amounts payable hereunder the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall be payable, and at the Commitments sole discretion of each Lender. The Commitment of any Declining Lender shall terminate, terminate on the Existing Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Parent Borrower shall also make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the Line Cap.
(d) Notwithstanding the foregoing provisions of this Section 2.23, the Parent Borrower shall have the right, pursuant to Section 2.18(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a bank or other financial institution that will agree to the applicable Maturity Date Extension Request (provided that each such bank or other financial institution, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld)), and any such replacement Lender shall for all purposes constitute a Consenting Lender.
(e) Notwithstanding the foregoing provisions of this Section 2.23, no extension of the Maturity Date pursuant to this Section 2.23 shall become effective unless, on or promptly following the Extension Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated the Extension Date and executed by a Financial Officer of the Parent Borrower.
Appears in 1 contract
Sources: Credit Agreement (J C Penney Co Inc)
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date (or, if such date is not a Business Day, the immediately preceding Business Day)Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.222.23.
(b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the Aggregate Commitment Administrative Agent shall constitute Non-extending Lenders, then have agreed to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of the Existing Maturity Date, the Maturity Date for such Extending Lenders shall not be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in Section 2.23(d)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect for such Non-extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.23(c) below, the total Commitments hereunder shall be payable, and reduced by the Commitments of the Non-extending Lenders so terminated on such Existing Maturity Date.
(c) In the event of any extension of the Existing Maturity Date pursuant to Section 2.23(b)(ii), the Borrower shall terminatehave the right on or before the Existing Maturity Date, on at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights (other than its rights to payments pursuant to Section 2.15, Section 2.16, Section 2.17 or Section 9.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender by the Borrower, which may include any existing Lender (each a “Replacement Lender”), provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b), (ii) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date.
(d) As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 2.23(b)(ii), the Borrower shall (i) deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Maturity Date signed by a Responsible Officer of the Borrower certifying that, as of such date, both before and immediately after giving effect to such extension, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and (B) no Default shall have occurred and be continuing and (ii) first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders pursuant to Section 2.23(b) and any assignment pursuant to Section 2.23(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended.
(e) For the avoidance of doubt, no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date pursuant to this Section 2.23 and the operation of this Section 2.23 in accordance with its terms is not an amendment subject to Section 9.02.
Appears in 1 contract