Extension of Maturity Date Sample Clauses: 3k Samples

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 5 contracts

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

Extension of Maturity Date. (a) ~~The Borrower may~~Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Company to all Lenders with Revolving Commitments with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of Revolving Commitments with a like maturity date), on the same terms to each such Lender, the Company is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by ~~delivery~~ increasing the interest rate or fees payable in respect of a such Revolving Commitments or Loans in respect thereof and/or modifying the scheduled termination of such Revolving Commitments and the scheduled repayments of principal in respect of such Revolving Loans) (each, an “Extension”), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the Extension Offer is consummated, (ii) except as to interest rates, fees and final maturity date (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Company and set forth in the relevant Extension Offer), the applicable Revolving Commitments of any Lender that agrees to an Extension with respect to such Revolving Commitments (an “Extended Lender”) extended pursuant to any Extension (“Extended Revolving Commitment”) shall have terms applicable prior to the original Maturity Date related to the Extended Revolving Commitments that are no more favorable in any material respect, taken as a whole, to the Extended Lender than the terms of the Revolving Commitments subject to such Extension ~~Request~~ Offer, (iii) the final maturity date of any Extended Revolving Commitments shall be no earlier than the original Maturity Date and at no time shall the Revolving Commitments (including Extended Revolving Commitments) have more than two different maturity dates, (iv) if the aggregate amount of Revolving Commitments (calculated on the face amount thereof), in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate amount of Revolving Commitments offered to be extended by the Company pursuant to such Extension Offer, then the Revolving Commitments of such applicable Lenders shall be extended ratably up to such maximum amount based on the respective Revolving Commitments (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.17(b), (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Company may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Company’s sole discretion and may be waived by the Company) of applicable Revolving Commitments be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 11.01 and any provision in this Agreement or the other Loan Documents providing for payment on a pro rata basis) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to any of its Revolving Commitments (~~which~~ including any Extended Revolving Commitments). All Extended Revolving Commitments and all obligations in respect thereof shall ~~promptly deliver~~ be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a ~~copy thereof~~ pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to ~~each~~ enter into amendments to this Agreement and the other Loan Documents with the Borrower and the other Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of the ~~Lenders~~Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.17. (d) ~~not less than ten days~~ In connection with any Extension, the Company shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed to by the Administrative ~~Agent~~Agent in its sole discretion) prior written notice thereof, and shall agree to such procedures (to ensure reasonable administrative management of the ~~then existing Maturity Date for the applicable Class of Commitments and/or Loans~~ credit facilities hereunder ~~to be extended (the “Existing Maturity Date”~~after such Extension), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, ~~to the Applicable Rate to~~ as may be ~~applied in determining the interest payable on the Loans of~~established by, ~~and fees payable hereunder~~ or acceptable to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case ~~together with accrued and unpaid interest and all fees and other amounts owing~~ acting reasonably to ~~such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of~~ accomplish the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision purposes of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)2.17. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 5 contracts

Sources: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class) not less than ~~ten~~ thirty (30) days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event that a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender of the applicable Class agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” ~~and~~ and, each Lender of the applicable Class not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date ~~thereof (the “Extension Effective Date”)~~thereof, (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. The Borrower, the Administrative Agent and the Consenting Lenders shall enter into an amendment to this Agreement (an “Extension Agreement”) to effect such modifications as may be necessary to reflect the terms of the Maturity Date Extension Request. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth (5th) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.06(j), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, (A) the Dollar Amount of the aggregate LC Exposure would exceed $60,000,000, (B) any Revolving Lender’s Dollar Amount of Revolving Exposure would exceed its Revolving Commitment, (C) the Dollar Amount of the Aggregate Revolving Exposure would exceed the aggregate ~~amount~~ Revolving Commitments and (D) the Dollar Amount of the total outstanding Revolving ~~Commitments so extended~~Loans and LC Exposure, in each case denominated in Foreign Currencies, would exceed the Foreign Currency Sublimit); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (dc) ~~Notwithstanding~~ The effectiveness of any Extension Agreement shall be subject to the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless,~~ satisfaction on the ~~Extension Effective Date,~~ date thereof of each of the conditions set forth in Section 4.02 ~~shall be satisfied (with all references in such Section~~ and, to ~~a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent ~~shall have received a certificate~~ of (i) customary legal opinions, board resolutions and officers’ certificates of the type delivered on the Effective Date and (ii) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that ~~effect dated such date~~ the Commitments and ~~executed by a Responsible Officer~~Loans of the Consenting Lenders are provided with the benefit of the applicable Loan Documents. (ed) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(d) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(d) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)~~. (f) The Borrower~~; provided that, notwithstanding anything to the ~~Administrative Agent~~ contrary in this Section 2.23 or otherwise, except with respect to the termination of the Revolving Commitments of Declining Lenders on the Existing Maturity Date applicable thereto and the ~~Consenting~~ repayment of outstanding Revolving Loans in connection therewith, each Revolving Borrowing, each repayment or prepayment of each Revolving Borrowing and each reduction of the Revolving Commitments shall be made on a pro rata basis among the Revolving Lenders ~~may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective~~ in accordance with ~~the provisions of this Section~~their respective Revolving Commitments, without regard to whether such Lenders are Consenting Lenders or Declining Lenders.

Appears in 3 contracts

Sources: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)

Appears in 3 contracts

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

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable Class~~ with respect to all or part of their respective Commitments ~~and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) other than that of the Required Lenders shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting~~ Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Lenders having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Lender shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to the Existing Maturity Date); and (ii) the Borrower shall make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders pursuant to clause (i) above, and all payments to such Declining ~~Lender hereunder~~Lenders, ~~it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with~~ aggregate Credit Exposures do not exceed the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~aggregate Commitments. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) Notwithstanding the foregoing, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (i) the Issuing Bank Limit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitment unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in a written notice to the Borrower and (ii) no Issuing Bank that is a Declining Lender shall be required to issue, amend, renew or extend a Letter of Credit such that such Letter of Credit expires later than five Business Days prior to the Existing Maturity Date. (g) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 3 contracts

Sources: Credit Agreement (Blackstone Group L.P.), Credit Agreement (Blackstone Group L.P.), Credit Agreement (Blackstone Group L.P.)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, by ~~delivery of a Maturity Date~~ delivering an Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy ~~thereof~~ to each of the Lenders~~) not less than ten days (or such shorter period as agreed to by~~ ), in advance of the ~~Administrative Agent) prior to the then existing~~ applicable Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder~~ with respect to ~~be extended~~ 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 ~~in accordance~~ (each, an “Extension”) to any date that it shall select (such date, the “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 ~~this Section~~any Extended Term Facility, an “Extended Facility”; and any Revolving Credit Commitments so extended, “Extended Revolving Credit Commitments”). Each ~~Maturity Date Extension Request shall (i) specify~~ Lender, acting in its sole discretion, shall, by written notice to the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify~~ Administrative Agent given not later than the date specified by the Company in such 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 ▇▇▇▇▇▇ agrees to ~~which~~ the ~~applicable~~ requested extension. Each Lender that advises the Administrative Agent that it will not extend an Existing Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “~~Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining~~ Non-Extending Lender”); provided, which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that ~~shall have failed~~ does not advise the Administrative Agent of its consent to ~~exercise~~ such ~~right as set forth above~~ requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a ~~Declining~~ Non-Extending Lender). ~~If a Lender elects to extend only a portion of its then existing Commitment and/or Loans~~The Administrative Agent shall notify the Company, ~~it will be deemed for purposes hereof to be a Consenting Lender~~ in ~~respect of such extended portion and a Declining Lender in respect~~ writing, of the ~~remaining portion~~ Lenders’ elections promptly following the Response Date. The election of ~~its Commitment and/or Loans~~any Lender to agree to such an Extension shall not obligate any other Lender to so agree. (b) If, ~~and~~ by the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Response Date, any Lenders shall have agreed to ~~such~~ extend an Existing Maturity Date ~~Extension Request in respect of Commitments and/or Loans held by them~~(each such consenting Lender, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the~~ an “~~Extension Effective Date~~Extending Lender”), ~~(i) the Existing Maturity Date of the applicable Commitments and/or Loans shall,~~ then effective as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date ~~Extension Request that has become effective~~ in respect of the ~~Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall,~~ applicable Facility for such Extending Lenders only shall be extended to the ~~extent not assumed, assigned or transferred as provided in paragraph~~ Extended Maturity Date (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~2.17(d)). In the event of any Extension, (i) the outstanding principal balance of all Loans and other amounts payable hereunder, in each case in respect of the applicable Facility, to any Non-Extending Lender shall become due and payable on the applicable Existing Maturity Date and (ii) with respect to the Extension of the Maturity Date in respect of any Revolving Credit Facility, the Revolving Credit Commitment of each Non-Extending Lender shall terminate on the applicable Existing Maturity Date in effect for such ~~repayments may~~ 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 ~~funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments~~ reduced by the ~~Consenting~~ 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, ~~which such Revolving Borrowings~~ then the Company shall ~~be made ratably by~~ have the ~~Consenting Lenders~~ 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 ~~their extended~~ 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, with respect to a Replacement Lender under a Revolving ~~Commitments; and~~ 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) ~~solely~~ each Replacement Lender shall pay to such Non-Extending Lender in ~~respect~~ 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 ~~Extension Request~~ pursuant to Section 2.17(b), the Company shall (i) unless waived by the Extending Lenders, deliver to the Administrative Agent a certificate of the Company dated as of the applicable 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, (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 ~~has become effective~~ any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in ~~respect~~ 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 ~~a Class of Term Loans~~Default shall have occurred and be continuing and (ii) in each case, on the Existing Maturity Date, first make such prepayments of the ~~Borrower shall repay all the~~ outstanding Loans of and second provide such ~~Class of each Declining Lender,~~ Cash Collateral (or make such other arrangements reasonably satisfactory to the ~~extent~~ applicable L/C Issuer) with respect to the outstanding Letters of Credit as shall be required such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, ~~subject~~ after giving effect to ~~satisfaction~~ the termination of the ~~conditions set forth in~~ Commitments of the Non-Extending Lenders pursuant to Section ~~4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d~~2.17(b) ~~Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~and any assignment pursuant to Section 2.17(c), the ~~conditions set forth in Section 4.02 shall be satisfied~~ aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such Cash Collateral (~~with all references in such Section to a Borrowing~~ or other reasonably satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being ~~deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~extended. (e) ~~Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express~~ The terms of ~~this Section~~each Extended Facility (including the conditions precedent to such extension) shall be determined by the Administrative Agent, ~~or any amendment or modification of~~ the ~~terms and conditions of the Commitments~~ Company and the ~~Loans of the Consenting~~ applicable Extending Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and ~~the Consenting Lenders may enter into~~ set forth in an amendment to this Credit Agreement ~~to effect such modifications as may be necessary to reflect~~ (an “Extension Amendment”); provided, that (i) the ~~terms~~ final maturity date of any Extended Facility shall be no earlier than the Existing Maturity Date for such Facility, (ii) in respect of an Extension ~~Request that has become effective~~ of a Term Facility, the weighted average life to maturity of the Extended Facility shall be no shorter than the weighted average life to maturity of the Term 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 and (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 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, 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). 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 ~~the provisions of this Section~~its terms nor any Extension Amendment shall constitute an amendment subject to Section 10.01.

Appears in 3 contracts

Sources: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)

Appears in 3 contracts

Sources: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.)

Extension of Maturity Date. (a) ~~The~~ Notwithstanding anything to the contrary in this Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”) made from time to time by the Borrower ~~may~~to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or all of such Lender’s Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by ~~delivery~~ changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a ~~Maturity Date~~ separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) [reserved]; (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension ~~Request~~ Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such Extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Class prior to such Extension, be reasonably satisfactory to the Administrative Agent (~~which shall promptly deliver a copy thereof~~ except for covenants or other provisions applicable only to ~~each~~ the periods after the latest maturity date of all of the ~~Lenders~~existing Facilities; it being understood that, to the extent any financial maintenance covenant is added for the benefit of (A) ~~not~~ any Class of Extended Term Loans, such financial maintenance covenant (except to the extent only applicable after the maturity date of the Initial Term Facility) may also be added for the benefit of all of the Facilities or (B) any Extended Revolving Credit Commitments, such financial maintenance covenant (except to the extent only applicable after the maturity date of the Initial Revolving Credit Facility) may also added for the benefit of the Initial Revolving Credit Facility; it being understood and agreed that in each such case of clauses (A) and (B), no consent of any Lender shall be required in connection with any amendment adding such financial maintenance covenant and the Administrative Agent hereby agrees to acknowledge such amendment as promptly as possible, and in any case, within three (3) Business Days of written request by the Borrower; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Term Loans (A) secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security may share on a pro rata basis or a less than ~~ten days~~ pro rata basis (but not a greater than pro rata basis) in any mandatory or voluntary prepayments with the then outstanding Term Loans and (B) that are secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or that are unsecured may not share in any mandatory or voluntary prepayments with the then outstanding Term Loans; (vi) if the aggregate principal amount of the Class of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments of such Class, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments unless it so agrees. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Sections 2.06, 2.07 or 2.08, (ii) the amortization schedules (in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the Extension of the relevant Facility and (iii) except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Class to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments (or a portion thereof), the consent of the L/C Issuer applicable to such Revolving Credit Commitment (if such L/C Issuer is being requested to issue letters of credit with respect to the Class of Extended Revolving Credit Commitments), which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents; provided that if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien securing the Secured Obligations, it shall be subject to an Acceptable Intercreditor Agreement. The Lenders hereby irrevocably authorize and direct the Administrative Agent to acknowledge amendments to this Agreement and the other Loan Documents, which is entered into among the Borrower and the Lenders providing such Extension, as may be necessary in order to establish new Classes or sub-Classes in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.18, which amendment shall be effective to amend this Agreement notwithstanding the provisions of Section 11.01, and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such amendment as promptly as possible, and in any case, within three (3) Business Days of written request by the Borrower; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Initial Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-Extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly. (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the ~~then existing Maturity Date for the applicable Class of Commitments and/or Loans~~ credit facilities hereunder ~~to be extended (the “Existing Maturity Date”~~after such Extension), ~~request that~~ if any, as may be established by, or acceptable to, the ~~Lenders extend~~ Administrative Agent, in each case acting reasonably to accomplish the ~~Existing Maturity Date~~ purposes of this Section 2.18; provided that, failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this ~~Section. Each Maturity Date~~ Section 2.18 The Loan Parties hereby expressly consent to any such Extension ~~Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder~~ and agree and acknowledge that any security granted or to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, granted shall also cover and ~~fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended~~ apply to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effectiveExtension. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 3 contracts

Sources: Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.)

Extension of Maturity Date. (ai) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of Lenders or Additional Lenders, as applicable), request one or more extensions of the maturity date applicable to the Revolving Commitments ~~and/or~~ or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans ~~hereunder~~ or Other Term Loans, or the maturity date applicable to ~~be extended~~ any Incremental Loans, as applicable, then in effect (such existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “Existing Revolving Maturity Date”), ~~request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the~~ such existing maturity date applicable to any Class of ~~Commitments and/or~~ Term Loans ~~hereunder to be extended, (ii) specify~~ or Other Term Loans being the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Loans being the “Existing Incremental Loan Maturity Date”) ~~and~~ to a date specified in such notice. Within 15 Business Days of delivery of such notice (~~iv) specify any other amendments~~ or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Revolving Lender, Term Lender or Additional Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Revolving Lender’s, Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Revolving Lender, Term Lender or Additional Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Revolving Lenders, Term Lenders and/or the Additional Lenders of such Revolving Lenders’, Term Lenders’ or the Additional Lenders’ responses, as applicable. (ii) The maturity date applicable to any Revolving Commitments or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans or the maturity date applicable to any Incremental Loans, as applicable, shall be extended only with respect to such Revolving Commitments, Other Revolving Commitments, such Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, held by such Revolving Lenders, Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that so consent, the “Extending Revolving Lenders” and the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that decline, the “Non-Extending Revolving Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of the Extending Revolving Lenders or Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, (i) the scheduled maturity date with respect to ~~extend only a portion of its then existing Commitment and/or Loans~~the Revolving Commitments or Other Revolving Commitments held by the Extending Revolving Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect~~ which shall become the new maturity date of the ~~remaining portion~~ Revolving Commitments or Other Revolving Commitments (such maturity date for the Revolving Commitments or Other Revolving Commitments, so affected, the “Extended Revolving Maturity Date”), (ii) the the scheduled maturity date with respect to the Term Loans or Other Term Loans of ~~its Commitment and/or Loans~~the relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or Other Term Loans (such ~~Lender shall be allocated ratably among~~ maturity date for the ~~extended~~ Term Loans or Other Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”), and ~~non-extended portions of~~ (iii) the ~~Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ scheduled maturity date with respect to ~~such Maturity Date Extension Request in respect of Commitments and/or~~ any Incremental Loans held by ~~them~~the Extending Term Lenders or Extending Revolving Lenders, ~~then~~as applicable, ~~subject~~ shall be extended to ~~paragraph (d) of this Section, on~~ the date specified in the notice referred to in Section 2.07(d)(i) above, which shall become the new maturity date applicable to such Incremental Loans (such date, the “Extended Incremental Loan Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to (x) the applicable Extending Revolving Lenders and Non-Extending Revolving Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Revolver Extension Effective Date”), the Existing Revolving Loan Maturity Date applicable to the Non-Extending Revolving Lenders, and the Extended Revolving Maturity Date (iafter giving effect to such extension) applicable to the Extending Revolving Lenders, (y) the applicable Extending Term Lenders and Non-Extending Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and (z) the applicable Extending Term Lenders and/or the Extending Revolving Lenders and Non-Extending Term Lenders and/or the Non-Extending Revolving Lenders such extension, specifying the effective date of such extension (the “Incremental Loan Extension Effective Date”), the Existing Incremental Loan Maturity Date applicable to such Non-Extending Revolving Lenders and/or Non-Extending Revolving Term Lenders, as applicable, and the Extended Incremental Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and/or the Extending Revolving Lenders, as applicable. The interest margins and/or “floors” with respect to any Revolving Commitments, Other Revolving Commitments, Term Loans, Other Term Loans or Incremental Loans, as applicable, extended pursuant to this Section 2.07 may be different than the interest margins and/or “floors” for the existing Revolving Commitments, Other Revolving Commitments, existing Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, and upfront fees may be paid to the Extending Revolving Lenders or Extending Term Lenders, as applicable, in each case to the extent provided in the Borrower’s notice or as otherwise agreed between the Borrower and the Extending Revolving Lenders or Extending Term Lenders, as applicable. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the ~~applicable Commitments and/or Loans shall~~Borrower dated as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, except to the ~~Consenting Lenders~~extent that such representations and warranties specifically refer to an earlier date, ~~be extended to~~ in which case such ~~date as~~ representation and warranty shall be ~~specified therein~~true and correct in all material respects as of such earlier date, ~~(ii) the terms~~ and ~~conditions~~ no Default or Event of Default exists or will exist as of the ~~applicable Commitments and/or Loans of~~ Revolver Extension Effective Date, Term Loan Extension Effective Date or the ~~Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified~~ Incremental Loan Extension Effective Date, as ~~set forth in the Maturity Date Extension Request and~~ applicable. (iii) Notwithstanding anything to the contrary herein, (A) the Borrowers, the Extending Revolving Lenders and/or the Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, in each case, to replace any such ~~other modifications~~ person that does not consent to continue its respective obligations and ~~amendments hereto specified~~ duties under the Loan Documents in ~~the Maturity Date Extension Request shall~~ connection with an extension under this Section 2.07(d) and (~~subject to any required approvals (including those of the Required Lenders~~B) ~~having been obtained) become effective. (b) Notwithstanding the foregoing,~~ the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Revolver Maturity Date, the Existing Term Loan Maturity Date or the Existing Incremental Loan Maturity Date, as applicable, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ I) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent (and, ~~only~~ if a Revolving Commitment or Other Revolving Commitment is being assigned, the Issuing Bank), which consent(s) shall not unreasonably be withheld or delayed, (II) each Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans and participations in ~~respect of that portion~~ LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (III) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b) and (IV) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (iii) with respect to a ~~Maturity Date Extension Request that it has not agreed to extend) with a~~ Non-Extending Revolving Lender or ~~other financial institution~~ Non-Extending Term Lender, in either case that ~~will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent or Issuing Bank. Any such replacement Lender shall for all purposes constitute ~~a Consenting~~ an Extending Revolving Lender ~~in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~or Extending Term Lender, as applicable. (civ) ~~If a Maturity Date Extension Request has become effective hereunder:~~ Notwithstanding the terms of Section 9.02, the Borrower and the Administrative Agent shall be entitled (iwithout the consent of any other Lenders except to the extent required under subsection (ii) ~~solely in respect~~ above) to enter into any amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a ~~Maturity Date Extension Request that has become effective in respect of~~ maturity date applicable to the Revolving Commitments, ~~not later than~~ Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans or maturity date applicable to any Incremental Loans, as applicable, pursuant to this Section 2.07(d). In addition, with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Existing Revolving Maturity ~~Date~~Date shall be reallocated from Non-Extending Revolving Lenders to Extending Revolving Lenders in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the ~~Borrower shall make prepayments of~~ Extending Revolving ~~Loans and shall provide cash collateral~~ Lenders, be deemed to be participation interests in respect of ~~Letters~~ such extended revolving commitments and the terms of ~~Credit in~~ such participation interests (including, without limitation, the ~~manner set forth in Section 2.04(i)~~commission applicable thereto) shall be adjusted accordingly. (v) In connection with any extension of the maturity date of the Tranche B-2 Loans on or prior to September 1, ~~such that~~2015, if the aggregate amount of Tranche B-2 Loans with a maturity date of December 17, 2015 outstanding after giving effect to such ~~prepayments and such provision of cash collateral~~extension shall be equal to or less than $300,000,000, ~~the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and~~ the Borrower shall ~~not~~ deliver to the Administrative Agent on the applicable Term Loan Extension Effective Date (which shall be ~~permitted thereafter~~ on or prior to ~~request any Revolving Loan or any issuance~~September 1, ~~amendment~~2015), ~~renewal or extension of~~ a ~~Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed~~ certificate signed by a Financial Officer certifying as to (x) the aggregate amount of ~~the Revolving Commitments so extended); (ii) solely in respect~~ Tranche B-2 Loans outstanding with a maturity date of ~~a Maturity Date Extension Request that has become effective in respect~~ December 17, 2015 as of the ~~Revolving Commitments, on~~ applicable Term Loan Extension Effective Date and (y) the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to non-satisfaction of the ~~conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders~~Maturity Acceleration Condition, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans delivery of such ~~Class of each Declining Lender, to~~ certificate shall satisfy the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders Borrower’s obligations under Section ~~9.02(b~~5.01(g). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 3 contracts

Sources: Credit Agreement Refinancing Amendment (Windstream Corp), Amendment and Restatement Agreement (Windstream Corp), Credit Agreement (Windstream Corp)

Extension of Maturity Date. (a) The Swiss Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Swiss Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Swiss Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Swiss Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Swiss Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Swiss Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Swiss Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Swiss Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Swiss Borrower shall repay all the Revolving Loans of made by each Declining ~~Lender,~~ Lender to such Borrower to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, ~~the~~ each Borrower shall repay all the Loans of such Class of made by each Declining ~~Lender~~Lender to such Borrower, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Swiss Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Swiss Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) Notwithstanding anything to the contrary contained in this Section 2.22, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section 2.22, there shall not be more than twelve Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Appears in 2 contracts

Sources: Credit Agreement (Garrett Motion Inc.), Credit Agreement (Garrett Motion Inc.)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Fourth Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then-existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its ~~then~~ then-existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals pursuant to Section 9.2(b) (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Lead Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders), request one or more extensions of the maturity date applicable to the maturity date applicable to the Term Loans ~~hereunder~~ or New Term Loans, as applicable, of a given Class (each, an “Existing Term Loan Tranche”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans or New Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request shall~~ Within 15 Business Days of delivery of such notice (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Term Lender or New Term Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or New Term Lender’s, as applicable, sole and absolute discretion). Any Term Lender or New Term Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Term Lenders and/or the New Term Lenders of such Term Lenders’ or the New Term Lenders’ responses, as applicable. (b) The maturity date applicable to any Class of Term Loans or New Term Loans, as applicable, shall be extended (such Term Loans so extended, the “Extended Term Loans”) only with respect to such Existing Term Loan Tranche, as applicable, held by such Term Lenders or New Term Lenders, as applicable, that have consented thereto (the Term Lenders or New Term Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or New Term Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans or New Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.16(a) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or New Term Loans (such ~~Lender~~ maturity date for the Term Loans or New Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall ~~be allocated ratably among~~ promptly confirm to the ~~extended~~ applicable Extending Term Lenders and ~~non~~Non-~~extended portions of the Loans of~~ Extending Term Lenders such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themextension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five (5) different maturity dates; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term Loans held by the Non-Extending Term Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date, signed by a Senior Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 8 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Term Loan Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date. (c) Notwithstanding anything to the contrary herein, (i) the ~~Existing Maturity Date of~~ Borrower and/or the ~~applicable Commitments and/or Loans shall~~Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, as in each case, to replace any such person that does not consent to continue its respective obligations and duties under the ~~Consenting Lenders, be extended to such date as shall be specified therein,~~ Credit Documents in connection with an extension under this Section 2.16 and (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Term Lender, and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ w) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent, ~~only in respect~~ which consent(s) shall not unreasonably be withheld or delayed, (x) each Non-Extending Term Lender shall have received payment of ~~that portion~~ an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (y) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 14.07(b), and (z) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (c) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Term Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining an Extending Term Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~terms of section 14.01, 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 Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fc) ~~The Borrower,~~ above) to enter into any amendments (an “Extension Amendment”) to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Class of Term Loans or New Term Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 2.16.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (MRC Global Inc.), Refinancing Amendment and Incremental Joinder Agreement (MRC Global Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section.~~ Section 2.21; provided that (i) no Event of Default shall have occurred and be continuing at the time a Maturity Extension Request is delivered to the Lenders or at the time of the applicable extension, (ii) except as to interest rates, fees, amortization and final maturity (which shall be subject to the requirements of this Section 2.21, be determined by the Borrower and set forth in the relevant Maturity Date Extension Request), the Commitments and/or Loans extended pursuant to a Maturity Date Extension Request shall have the same terms as the original Commitments and/or Loans subject to such Maturity Date Extension Request (except for modification to such terms that do not become effective until after the Latest Maturity Date), (iii) the weighted average life to maturity of any extended Term Loan shall not be shorter than the remaining weighted average life to maturity of the Term Loans extended thereby and (iv) no tranche of extended Commitments and/or Loans shall be in an amount less than $60,000,000, unless this requirement is waived by the Administrative Agent. (b) Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right but not the ~~obligation,~~ obligation to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (de) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (bc) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution reasonably satisfactory to the Administrative Agent (provided that the consent of the Administrative Agent shall not be required if such other financial institution is an Affiliate of a Lender or an Approved Fund) and, if such Declining Lender is a Revolving Lender, each Issuing Bank, that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such ~~replacement~~replacement (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided further that (i) the applicable assignee shall have agreed to provide the Commitment and/or Loans so assigned on the terms set forth in such Maturity Date Extension Request and (ii) all obligations of the Borrower owing to the Declining Lender relating to the Commitments and/or Loans so assigned (including all accrued interest, fees and all other amounts payable in respect thereof) shall be paid in full at no less than the market value thereof by the assignee to such Declining Lender concurrently with such assignment and assumption (with the Borrower paying to such Declining Lender the difference between the price so paid by the assignee and par). (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the ~~aggregate~~ Aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure of all Revolving Lenders would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (bc) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (ef) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (fg) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21. In connection with such amendment, the Borrower shall, if requested by the Administrative Agent, deliver a customary opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such amendment, this Agreement as amended thereby and such of the other Loan Documents (if any) as may be amended thereby.

Appears in 2 contracts

Sources: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)

Appears in 2 contracts

Sources: Incremental Amendment (Windstream Services, LLC), Incremental Amendment (Windstream Holdings, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may, by delivery~~ No earlier than 90 days prior to the first anniversary of a the Effective Date and no later than 30 days prior to the Maturity Date ~~Extension Request~~ (or previously extended Maturity Date pursuant hereto), upon notice to the Administrative Agent (which shall ~~promptly deliver~~ promptly, but in any event within three (3) Business Days after receipt of such notice, notify the Lenders and the Issuing Banks of such notice), the Borrowers may request an extension of the Maturity Date then in effect (an “Extension Request”) for an additional one-year period; provided that (i) no more than two of such one-year extensions shall be permitted hereunder and (ii) the terms and conditions applicable to any such extension of Commitments and Letter of Credit Commitments with respect to a ~~copy thereof~~ particular Lender or Issuing Bank shall be the same as those applicable to each other Lender or Issuing Bank. Within 20 days of delivery of such Extension Request, each Lender and each Issuing Bank shall notify the Administrative Agent and Borrowers 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 the Borrowers, the Lenders and the Issuing Banks of the Lenders’ and the Issuing Banks’ responses. (b) ~~not less than ten days~~ The Commitment of any Lender and the Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrowers’ request for an extension of the 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). On such ~~shorter period as~~ applicable Maturity Date, (i) the aggregate Commitments of all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on such Maturity Date, except to the extent one or more Eligible Assignees shall have agreed to by assume such Commitments with the ~~Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be~~ extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing~~ Maturity Date in accordance with ~~this Section. Each Maturity Date Extension Request shall~~ Section 2.19(b) (~~i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~each, a “Replacement Lender”), and (ii) ~~specify~~ the ~~date~~ aggregate Letter of Credit Commitments of all Issuing Banks shall be reduced by the total Letter of Credit Commitments of all Declining Lenders expiring on such Maturity Date, except to ~~which~~ the ~~applicable~~ extent (x) one or more Extending Lenders or Replacement Lenders shall have agreed to assume such Letter of Credit Commitments and (y) such Extending Lender or Replacement Lender is an Issuing Bank on such Maturity Date. Each Borrower shall pay in full the unpaid principal amount of all Loans owing by it to 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 Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended applicable to such ~~new Maturity Date and~~ Declining Lender or the ~~time as~~ earlier replacement of ~~which~~ such ~~changes will become effective (which may be prior~~ Declining Lender pursuant to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Section 2.19(b). Further, in connection with ~~such~~ each Maturity Date, each Borrower shall Cash Collateralize the LC Exposure for all outstanding Letters of Credit requested by it as and to the extent required pursuant to Sections 2.06(c) and 2.06(j)(iii). (c) So long as, and only if, the Required Lenders (calculated after giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request and upon the satisfaction of the conditions precedent specified below in this clause (c), the Maturity Date shall be extended as to each Lender that agrees in its sole discretion pursuant to clause (a) above to extend its Commitment (each an “Extending Lender”) (irrespective of whether such Lender previously had been a Declining Lender), shall be extended to the Maturity Date specified in such Extension Request; provided that ~~no such changes or modifications requiring approvals pursuant~~ with respect to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable any previously Declining Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such who is an Extending Lender with respect to ~~which~~ a current Extension Request, by giving its consent, such Extending Lender ~~agrees~~ shall also be deemed to ~~the~~ have approved each prior extension of the Maturity ~~Date~~Date as to which it was a Declining Lender. Upon satisfaction of the conditions precedent provided in the next sentence, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and~~ the Administrative Agent ~~following~~ and the ~~date on which~~ Borrowers shall promptly confirm to the Lenders and the Issuing Banks any extension of the Maturity Date ~~Extension Request shall have been delivered by~~ pursuant to this Section 2.04, specifying the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect date of such ~~extended portion and a Declining Lender in respect~~ satisfaction of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof conditions precedent (the “Extension Effective Date”) and the extended Maturity Date with respect to the Extending Lenders. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Effective Date signed by a Responsible Officer of such Borrower certifying that, as of the Extension Effective Date, (i) immediately before and immediately 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) immediately before and immediately after giving effect to such extension, no Default or Event of Default has occurred and is continuing. (d) If the Maturity Date is extended in accordance with this Section, (i) the ~~Existing Maturity Date of~~ Administrative Agent shall record in the ~~applicable Commitments and/or Loans shall,~~ 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 ~~Consenting Lenders, be extended to~~ Administrative Agent on or before such ~~date as shall be specified therein~~Extension Effective Date, (ii) ~~the terms~~ Schedule 2.01 hereof shall be amended and ~~conditions of the applicable Commitments and/or Loans of the Consenting~~ restated to set forth all Revolving Lenders (including ~~interest~~ any Replacement Lenders) and ~~fees~~ Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (~~including~~ and their respective Commitments and Letter of Credit ~~fees~~Commitments) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) extensions and the Administrative Agent shall ~~have received~~ distribute to each Lender (including each Replacement Lender) and each Issuing Bank a ~~certificate~~ copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that 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 LC Exposure and obligation to ~~that effect dated~~ participate in Swing Line Loans on such date ~~and executed~~ 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 on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, as applicable, without further action by ~~a Responsible Officer~~any party. (e) ~~Notwithstanding~~ If as a result of any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of ~~an Existing~~ the Maturity Date in accordance with this Section 2.04 there is more than one Maturity Date in effect at any time, the ~~express terms of this Section, or any amendment or modification of the terms~~ Borrowers and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent ~~and the Consenting Lenders~~ may ~~enter into an amendment~~ make such amendments to this Agreement ~~to effect such modifications~~ as may be necessary to ~~reflect~~ ensure the ~~terms of any Maturity Date Extension Request that has become effective~~ pro rata treatment in accordance with ~~the provisions~~ Section 2.18(c) in respect of ~~this Section~~all Borrowings and Loans hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Williams Companies, Inc.), Credit Agreement (Williams Companies Inc)

Extension of Maturity Date. ~~(a) The~~ Notwithstanding anything contained herein to the contrary, the Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy ~~thereof~~ to each of the Lenders) ~~not less than ten days (or such shorter~~ request that Lenders extend the Maturity Date as it applies to their respective Commitments for an additional period as ~~agreed~~ specified in such Maturity Date Extension Request on the terms provided for therein (which terms shall not include any change to by the ~~Administrative Agent)~~ Applicable Rate for the period prior to ~~the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend~~ the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) but may provide for fees payable to the extending Lenders prior thereto in ~~respect of that portion~~ consideration of their ~~Commitments and/or Loans extended~~ agreement to ~~such new~~ so extend the Maturity ~~Date~~ Date). Each Lender shall, by notice to the Borrower and the ~~time as of which such changes will become effective (which may be prior to~~ Administrative Agent in accordance with procedures and timing reasonably determined by the ~~Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Administrative Agent in ~~connection~~ consultation with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, ~~each applicable Lender shall have~~ advise the ~~right, but~~ Borrower and the Administrative Agent whether or not ~~the obligation, to agree~~ it agrees to the requested extension ~~of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein~~ (each Lender agreeing to ~~the Maturity Date Extension Request~~ a requested extension being ~~referred to herein as~~ called a “Consenting Lender” ”, and each Lender ~~not agreeing thereto~~ declining to agree to a requested extension being ~~referred to herein as~~ called a “Declining Lender”)~~, which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such~~ . Any Lender ~~with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent)~~ that has not ~~later than a day to be agreed upon by~~ so advised the Borrower and the Administrative Agent ~~following the date on which the Maturity Date Extension Request shall have been delivered~~ by ~~the Borrower (it being understood and agreed that any Lender that shall have failed to exercise~~ such ~~right as set forth above~~ day shall be deemed to have declined to agree to such extension and shall be a Declining Lender). ~~If a Lender elects~~ Notwithstanding anything contained herein to ~~extend only a portion of its then existing Commitment and/or Loans~~the contrary, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date ~~Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, and subject to such conditions as may be specified in such Maturity Date Extension Request, be extended to the date specified in such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension ~~Request and (iii) such other modifications and amendments hereto specified in the~~ Request. The decision to agree or withhold agreement to any Maturity Date Extension Request shall ~~(subject~~ be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any ~~required approvals~~ such extension (~~including those~~ 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 ~~Required Lenders) having been obtained) become effective. (b)~~ account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date. Notwithstanding the ~~foregoing~~foregoing provisions of this paragraph, the Borrower shall have the right, ~~in accordance with the provisions of Sections 2.18(b) and 9.04~~pursuant to Section 2.22, at any time prior to the Existing Maturity Date, to replace a Declining Lender ~~(for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend)~~ with a Lender or other financial institution that will agree to ~~such~~ the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting ~~Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~Lender. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Sources: Revolving Credit Facility Agreement (Janus Capital Group Inc), Revolving Credit Facility Agreement (Janus Capital Group Inc)

Appears in 2 contracts

Sources: Credit Agreement (Affinia Group Intermediate Holdings Inc.), Credit Agreement (Affinia Group Intermediate Holdings Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such ~~Lender~~ ▇▇▇▇▇▇ agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

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

Extension of Maturity Date. (a) The ~~Borrower~~ Borrowers may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Borrowers and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Borrowers (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Borrowers shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments~~Commitments of any Class, not later than the fifth Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of Revolving Loans of such Class and shall provide cash collateral in respect of Letters of Credit of such Class in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure of such Class as of such date will not exceed the aggregate Revolving Commitments of such Class of the Consenting Lenders extended pursuant to this Section (and the ~~Borrower~~ Borrowers shall not be permitted thereafter to request any Revolving Loan of such Class or any issuance, amendment, renewal or extension of a Letter of Credit of such Class if, after giving effect thereto, the Aggregate Revolving Exposure of such Class would exceed the aggregate amount of the Revolving Commitments of such Class so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments~~Commitments of any Class, on the Existing Maturity Date, the Revolving Commitment of such Class of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings of such Class made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving ~~Commitments~~Commitments of such Class; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the ~~Borrower~~ Borrowers shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrowers. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Sources: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)

Appears in 2 contracts

Sources: Credit Agreement (Chemours Co), Credit Agreement (Chemours Co)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), (iii) specify the amount of Commitments of Consenting Lenders extended to such new Maturity Date required for effectiveness and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such Lender) is then serving as an Issuing Bank, the LC Sublimit applicable to such Lender (or its designated Affiliate), with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (which shall be no shorter than three Business Days following the delivery of such request) (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the LC Sublimit applicable to such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.19, the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its LC Sublimit will be the Maturity Date in respect of such LC Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its LC Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its LC Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the LC Exposure attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its LC Sublimit would exceed the extended portion (if any) of such LC Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.16 and ~~9.04~~Article 9, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~▇▇▇▇▇▇’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request)~~ and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.06(c) or Section ~~2.17(b) or 2.17(c~~2.15(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.9.02

Appears in 2 contracts

Sources: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Block, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Borrower may not make more than two Maturity Date Extension Requests following the Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrower shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) ~~solely in respect~~ The occurrence of each Extension Effective Date shall be deemed to constitute a ~~Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date,~~ representation and warranty by the Borrower ~~shall repay all the Loans of~~ on such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective ~~Date, the conditions set forth in Section 4.02 shall be satisfied~~ Date (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request~~) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~). (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Revolving Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.11, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Sources: Credit Agreement (NEWMONT Corp /DE/), Credit Agreement (Newmont Mining Corp /De/)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Sources: Revolving Credit and Guaranty Agreement (Dropbox, Inc.), Revolving Credit and Guaranty Agreement (Dropbox, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Final Maturity Date for the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall specify (i) ~~specify~~ the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended, (ii) ~~specify~~ the date to which the applicable Final Maturity Date is sought to be extended, (iii) ~~specify~~ the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their ~~Commitments and/or~~ Loans extended to such new Final Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) ~~specify~~ any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to in Section ~~9.02(b~~12.02(a) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date for such Class and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum principal amount of the ~~Commitment and/or~~ Loans of such Class of such Lender with respect to which such Lender agrees to the extension of the Final Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its ~~Commitment and/or Loans~~Loans of such Class, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of ~~Commitments and/or~~ Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable ~~Commitments and/or~~ Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable ~~Commitments and/or~~ Loans of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.12(b) and ~~9.04~~12.07, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or~~ Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the ~~Commitment and/or~~ Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in ~~Section 4.02~~ Sections 5.01(b) and 5.01(c) shall be satisfied (with all references in such ~~Section~~ Sections to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by ~~a Responsible~~ an Authorized Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or~~ any ~~other~~ provision of this Agreement requiring ~~the ratable reduction of Commitments or~~ the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~12.02(a). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent, the Collateral Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained

Appears in 2 contracts

Sources: First Lien Credit Agreement (Gannett Co., Inc.), Credit Agreement (Gannett Co., Inc.)

Extension of Maturity Date. (a) ~~The~~ Notwithstanding anything to the contrary in the Loan Documents, the Borrower ~~may~~may from time to time, ~~by delivery~~ pursuant to the provisions of ~~a Maturity Date Extension Request to~~ this Section 2.22, without the consent of the Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Term Loan Maturity Date, Revolving Maturity Date, any Incremental Maturity Date or any Refinancing Maturity Date, as applicable, then applicable to such Lender’s Commitments and/or Loans, and otherwise modify the economic terms of any such Commitments and/or Loans or any portion thereof (~~which shall promptly deliver~~ including, without limitation, but subject to Section 2.22(b) below, by modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Commitments and/or Loans or any portion thereof (each such extension, an “Extension”; any Commitments so modified “Extension Commitments”; and any Loans so modified, the “Extension Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Commitments and/or Loans have the same Revolving Maturity Date, Term Loan Maturity Date, Incremental Maturity Date or Refinancing Maturity Date, as applicable, that is proposed to be extended under this Section 2.22, in each case on a ~~copy thereof~~ pro rata basis (based on the relative principal amounts of the outstanding Commitments and Loans of each such Lender holding such Commitments and Loans) and on the same terms to each of Lender under the applicable Facility, which Extension Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than thirty (30) ~~not less than ten~~ days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans and/or Commitments to be extended of the requested new maturity date for the proposed Extension Commitments and/or Extension Loans (each an “Extended Maturity Date”) and no later than five (5) Business Days prior to the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably acceptable to the Administrative Agent and the Borrower to accomplish the purposes of this Section 2.22. In connection with any such Extension, each applicable Lender wishing to participate in such Extension shall, prior to the applicable due date therefor, provide the Administrative Agent with a written notice of its desire to so participate. Any Lender that does not respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the applicable due date shall be deemed to have rejected such Extension. (b) Each Extension shall be subject to the following: (i) no Event of Default shall have occurred and be continuing or would immediately result therefrom after giving effect to such Extension; (ii) except as to interest rates, fees, scheduled amortization, optional prepayment terms, premium, required prepayment dates, final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Final Maturity Date of the applicable non-Extension Commitments and/or non-Extension Loans, the Extension Commitments and/or Extension Loans of any Lender extended pursuant to any Extension shall have terms that are no more favorable in any material respect, taken as a whole, than the applicable Commitments and/or Loans prior to the related Extension Offer; provided, that (x) Extension Loans in respect of an Extension Term Facility may participate in any mandatory prepayment under Section 2.09(b) hereof on a pro rata basis (or on a basis less than pro rata), but not on a basis that is more favorable than pro rata and (y) no voluntary prepayments may be made with respect to such Extension Loans prior to the Final Maturity Date of the applicable non-Extension Commitments and/or non-Extension Loans unless the non-Extension Loans are repaid (and the corresponding non-Extension Commitments permanently reduced) concurrently on at least a pro rata basis; (iii) the final maturity date of the Extension Commitments and/or Extension Loans shall be later than the Final Maturity Date of the Commitments and/or Loans that are not being so extended, and, in the case of any Extension Loans in respect of an Extension Term Facility, the Weighted Average Life to Maturity of such Extension Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable Term Loans subject to an Extension Offer that are not so extended; (iv) if the aggregate principal amount of Commitments and/or Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Commitments and/or Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Commitments and/or Loans shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing; and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another lesser amount is agreed to by the Administrative Agent) ~~prior to the then existing Maturity Date for the applicable Class~~ of Commitments and/or Loans ~~hereunder to~~ be ~~extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section~~tendered. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for For the avoidance of doubt, ~~only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that~~ it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being is understood and agreed ~~that, subject to satisfaction of~~ that the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence provisions of Section ~~2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction~~ 2.16 will not apply to Extensions of Commitments ~~or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent~~ and/or Loans pursuant to Extension Offers made pursuant to and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.22, including to any payment of interest or fees in respect of any Commitments and/or Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments and/or Loans not extended pursuant to such Extension Offer, in each case as is set forth in the relevant Extension Offer. (d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new tranches of Commitments and/or Loans created pursuant to an Extension (including without limitation to effectuate the payment of different rates and fees to be made to those Lenders who have agreed to extend the maturity date of their Commitments and/or Loans), in each case on terms consistent with this Section 2.22, and any such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. For the avoidance of doubt, no Extension Amendment shall modify in any respect any Commitments or Loans of a Lender without the written consent of such Lender. All Extension Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with the Obligations.

Appears in 2 contracts

Sources: Credit Agreement (DT Midstream, Inc.), Credit Agreement (DT Midstream, Inc.)

Extension of Maturity Date. (a) ~~The~~ Not earlier than 90 days prior to, nor later than 30 days prior to, October 16, 2020 and, if extended as provided in this Section 2.10, October 16, 2021, the Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (~~which~~ who shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the one-year extension of the Maturity ~~Date~~Date then in effect (“Extension Request”). Within 15 days of delivery of such Extension Request, ~~delivered to~~ each Lender shall notify the Administrative Agent and the Borrower whether or not it consents to such Extension Request (~~with a copy~~ which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above specified time period shall be deemed not to ~~the~~ have consented to such Extension Request. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ Lenders of the ~~date on which~~ 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) (the “Consenting Lenders”) have consented to the Extension Request. For each such Extension Request, if so approved, (i) the Maturity ~~Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed~~ Date, as to ~~exercise such right as set forth above~~ Consenting Lenders, shall be ~~deemed~~ extended to ~~be a Declining Lender). If a Lender elects~~ the same date in the following year after giving effect to ~~extend only a portion of its then~~ any prior extensions (such existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (being the “Extension Effective Date”), ~~(i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ and (ii) the ~~terms and conditions of the applicable Commitments and/or Loans of the~~ Maturity Date, as to any Lender which did not consent or which was deemed not to have consented (a “Non-Consenting ~~Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof)~~ Lender”), shall ~~be modified as set forth in~~ remain the Maturity Date in effect for such Non-Consenting Lender prior to the Extension ~~Request and (iii) such other modifications and amendments hereto specified in~~ Effective Date. Non-Consenting Lenders shall remain Lenders until the Maturity Date ~~Extension Request shall~~ applicable to such Lender, at which time (~~subject to any required approvals (including those~~ and irrespective of the ~~Required Lenders~~pro rata requirements under Sections 4.8 and 4.9 hereof) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all ~~the Revolving~~ Loans ~~of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts~~ owing to such ~~Declining~~ Lender ~~hereunder, it being understood~~ and ~~agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ such ~~repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings~~ Lender’s Commitment shall be ~~made ratably by the Consenting Lenders~~ reduced to zero ($0) in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~2. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Sources: Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), (iii) specify the amount of Commitments of Consenting Lenders extended to such new Maturity Date required for effectiveness and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such Lender) is then serving as an Issuing Bank, the LC Sublimit applicable to such Lender (or its designated Affiliate), with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (which shall be no shorter than three Business Days following the delivery of such request) (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the LC Sublimit applicable to such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.19, the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its LC Sublimit will be the Maturity Date in respect of such LC Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its LC Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its LC Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the LC Exposure attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its LC Sublimit would exceed the extended portion (if any) of such LC Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.16 and ~~9.04~~Article 9, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request)~~ and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.06(c) or Section ~~2.17(b) or 2.17(c~~2.15(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.9.02

Appears in 2 contracts

Sources: Revolving Credit Agreement (Square, Inc.), Revolving Credit Agreement (Square, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable Class~~ with respect to all or part of their respective Commitments ~~and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) other than that of the Required Lenders shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting~~ Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Lenders having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Lender shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to the Existing Maturity Date); and (ii) the Borrower shall make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders pursuant to clause (i) above, and all payments to such Declining ~~Lender hereunder~~Lenders, ~~it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with~~ aggregate Credit Exposures do not exceed the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~aggregate Commitments. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) Notwithstanding the foregoing, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (i) the Issuing Bank Limit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitment unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in a written notice to the Borrower and (ii) no Issuing Bank that is a Declining Lender shall be required to issue, amend or extend a Letter of Credit such that such Letter of Credit expires later than five Business Days prior to the Existing Maturity Date. (g) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Sources: Credit Agreement (Blackstone Inc.), Credit Agreement (Blackstone Group Inc)

Appears in 2 contracts

Sources: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable Class~~ with respect to all or part of their respective Commitments ~~and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) other than that of the Required Lenders shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting~~ Lenders constituting the Required Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Lenders having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Lender shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to the Existing Maturity Date); and (ii) the Borrower shall make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders pursuant to clause (i) above, and all payments to such Declining ~~Lender hereunder~~Lenders, ~~it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with~~ aggregate Credit Exposures do not exceed the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~aggregate Commitments. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Sources: Credit Agreement (Blackstone Group L.P.), Credit Agreement (Blackstone Group L.P.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a ““ Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Required Lenders and the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (f) The Borrower, the Administrative ~~Agent~~ Agent, the Required Lenders and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Sources: Revolving Credit and Guaranty Agreement (Fitbit Inc), Revolving Credit and Guaranty Agreement (Fitbit Inc)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable~~ Commitments of any Class ~~of Commitments and/or Loans~~ (as defined below) hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the applicable Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable~~ Class of Commitments ~~and/or Loans hereunder to be extended, (ii) specify~~ and the date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the latest then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) of the applicable Class extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals ~~have~~ having been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender” and the Commitments of each group of Consenting Lenders (as so extended) and the Commitments of each group of Declining Lenders (not so extended) shall be considered separate “classes” (each, a “Class”)), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) ~~having~~ have been obtained, except that any such modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have an expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) It is understood and agreed that (i) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists a Class of Commitments with a longer Maturity Date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentage of the Commitments and (ii) all borrowings under the Commitments and payments in respect thereof or in respect of credit extensions thereunder shall be made on a pro rata basis across each Class in accordance with each Lender’s Applicable Percentage of the Commitments (except for (A) payments of interest and fees at different rates with respect to different Classes (and related outstandings) and (B) repayments required upon the then scheduled Maturity Date of the non-extending Commitments). (c) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~Article IX, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, hereunder on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, (i) the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower and (ii) (if applicable) any amendment reporting to the FETA Reporting shall be made and shall have been accepted by the relevant foreign exchange authority. (ef) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (fg) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 2 contracts

Sources: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may~~No earlier than 90 days prior and no later than 30 days prior to each anniversary of the Closing Date, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall ~~promptly deliver~~ promptly, but in any event within three (3) Business Days after receipt of such notice, notify the Lenders and the Issuing Banks of such notice), the Borrowers may request an extension of the Maturity Date then in effect (an “Extension Request”) for an additional one-year period; provided that (i) no more than two of such one-year extensions shall be permitted hereunder and (ii) the terms and conditions applicable to any such extension of Commitments and Letter of Credit Commitments with respect to a ~~copy thereof~~ particular Lender or Issuing Bank shall be the same as those applicable to each other Lender or Issuing Bank. Within 20 days of delivery of such Extension Request, each Lender and each Issuing Bank shall notify the Administrative Agent and Borrowers 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 the Borrowers, the Lenders and the Issuing Banks of the Lenders’ and the Issuing Banks’ responses. (b) ~~not less than ten days~~ The Commitment of any Lender and the Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrowers’ request for an extension of the 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). On such ~~shorter period as~~ applicable Maturity Date, (i) the aggregate Commitments of all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on such Maturity Date, except to the extent one or more Eligible Assignees shall have agreed to by assume such Commitments with the ~~Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be~~ extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing~~ Maturity Date in accordance with ~~this Section. Each Maturity Date Extension Request shall~~ Section 2.19(b) (~~i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~each, a “Replacement Lender”), and (ii) ~~specify~~ the ~~date~~ aggregate Letter of Credit Commitments of all Issuing Banks shall be reduced by the total Letter of Credit Commitments of all Declining Lenders expiring on such Maturity Date, except to ~~which~~ the ~~applicable~~ extent (x) one or more Extending Lenders or Replacement Lenders shall have agreed to assume such Letter of Credit Commitments and (y) such Extending Lender or Replacement Lender is an Issuing Bank on such Maturity Date. Each Borrower shall pay in full the unpaid principal amount of all Loans owing by it to 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 Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended applicable to such ~~new Maturity Date and~~ Declining Lender or the ~~time as~~ earlier replacement of ~~which~~ such ~~changes will become effective (which may be prior~~ Declining Lender pursuant to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Section 2.19(b). Further, in connection with ~~such~~ each Maturity Date, each Borrower shall Cash Collateralize the LC Exposure for all outstanding Letters of Credit requested by it as and to the extent required pursuant to Sections 2.06(c) and 2.06(j)(iii). (c) So long as, and only if, the Required Lenders (calculated after giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request and upon the satisfaction of the conditions precedent specified below in this clause (c), the Maturity Date shall be extended as to each Lender that agrees in its sole discretion pursuant to clause (a) above to extend its Commitment (each an “Extending Lender”) (irrespective of whether such Lender previously had been a Declining Lender), shall be extended to the Maturity Date specified in such Extension Request; provided that ~~no such changes or modifications requiring approvals pursuant~~ with respect to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable any previously Declining Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such who is an Extending Lender with respect to ~~which~~ a current Extension Request, by giving its consent, such Extending Lender ~~agrees~~ shall also be deemed to ~~the~~ have approved each prior extension of the Maturity ~~Date~~Date as to which it was a Declining Lender. Upon satisfaction of the conditions precedent provided in the next sentence, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and~~ the Administrative Agent ~~following~~ and the ~~date on which~~ Borrowers shall promptly confirm to the Lenders and the Issuing Banks any extension of the Maturity Date ~~Extension Request shall have been delivered by~~ pursuant to this Section 2.04, specifying the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect date of such ~~extended portion and a Declining Lender in respect~~ satisfaction of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof conditions precedent (the “Extension Effective Date”) and the extended Maturity Date with respect to the Extending Lenders. As a condition precedent to such extension, each Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Extension Effective Date signed by a Responsible Officer of such Borrower certifying that, as of the Extension Effective 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. (d) If the Maturity Date is extended in accordance with this Section, (i) the ~~Existing Maturity Date of~~ Administrative Agent shall record in the ~~applicable Commitments and/or Loans shall,~~ 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 ~~Consenting Lenders, be extended to~~ Administrative Agent on or before such ~~date as shall be specified therein~~Extension Effective Date, (ii) ~~the terms~~ Schedule 2.01 hereof shall be amended and ~~conditions of the applicable Commitments and/or Loans of the Consenting~~ restated to set forth all Revolving Lenders (including ~~interest~~ any Replacement Lenders) and ~~fees~~ Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (~~including~~ and their respective Commitments and Letter of Credit ~~fees~~Commitments) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) extensions and the Administrative Agent shall ~~have received~~ distribute to each Lender (including each Replacement Lender) and each Issuing Bank a ~~certificate~~ copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that 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 LC Exposure and obligation to ~~that effect dated~~ participate in Swing Line Loans on such date ~~and executed~~ 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 on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, as applicable, without further action by ~~a Responsible Officer~~any party. (e) ~~Notwithstanding~~ If as a result of any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of ~~an Existing~~ the Maturity Date in accordance with this Section 2.04 there is more than one Maturity Date in effect at any time, the ~~express terms of this Section, or any amendment or modification of the terms~~ Borrowers and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent ~~and the Consenting Lenders~~ may ~~enter into an amendment~~ make such amendments to this Agreement ~~to effect such modifications~~ as may be necessary to ~~reflect~~ ensure the ~~terms of any Maturity Date Extension Request that has become effective~~ pro rata treatment in accordance with ~~the provisions~~ Section 2.18(c) in respect of ~~this Section~~all Borrowings and Loans hereunder.

Appears in 2 contracts

Sources: Amendment No. 2 and Extension Agreement (Williams Companies Inc), Amendment No. 2 and Extension Agreement (Transcontinental Gas Pipe Line Company, LLC)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. For the avoidance of doubt, the obligation of any Issuing Bank to issue Letters of Credit under this Agreement shall not be extended beyond the Maturity Date applicable thereto without the consent of such Issuing Bank. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of made by each Declining ~~Lender,~~ Lender to the Borrower to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of made by each Declining ~~Lender~~Lender to the Borrower, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) Notwithstanding anything to the contrary contained in this Section 2.22, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section 2.22, there shall not be more than ten Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Appears in 2 contracts

Sources: Credit Agreement (Arconic Inc.), Credit Agreement (Arconic Rolled Products Corp)

Appears in 2 contracts

Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Extension of Maturity Date. (ai) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of Lenders or Additional Lenders, as applicable), request one or more extensions of the maturity date applicable to the Revolving Commitments ~~and/or~~ or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans ~~hereunder~~ or Other Term Loans, or the maturity date applicable to ~~be extended~~ any Incremental Loans, as applicable, then in effect (such existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “Existing Revolving Maturity Date”), ~~request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the~~ such existing maturity date applicable to any Class of ~~Commitments and/or~~ Term Loans ~~hereunder to be extended, (ii) specify~~ or Other Term Loans being the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Loans being the “Existing Incremental Loan Maturity Date”) ~~and~~ to a date specified in such notice. Within 15 Business Days of delivery of such notice (~~iv) specify any other amendments~~ or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Revolving Lender, Term Lender or Additional Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Revolving Lender’s, Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Revolving Lender, Term Lender or Additional Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Revolving Lenders, Term Lenders and/or the Additional Lenders of such Revolving Lenders’, Term Lenders’ or the Additional Lenders’ responses, as applicable. (ii) The maturity date applicable to any Revolving Commitments or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans or the maturity date applicable to any Incremental Loans, as applicable, shall be extended only with respect to such Revolving Commitments, Other Revolving Commitments, such Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, held by such Revolving Lenders, Term Lenders or Additional Lenders, as applicable, that have consented thereto (the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that so consent, the “Extending Revolving Lenders” and the Revolving Lenders or Additional Lenders providing revolving loans, as applicable, that decline, the “Non-Extending Revolving Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or Additional Lenders providing term loans, as applicable, that decline being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of the Extending Revolving Lenders or Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, (i) the scheduled maturity date with respect to ~~extend only a portion of its then existing Commitment and/or Loans~~the Revolving Commitments or Other Revolving Commitments held by the Extending Revolving Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect~~ which shall become the new maturity date of the ~~remaining portion~~ Revolving Commitments or Other Revolving Commitments (such maturity date for the Revolving Commitments or Other Revolving Commitments, so affected, the “Extended Revolving Maturity Date”), (ii) the scheduled maturity date with respect to the Term Loans or Other Term Loans of ~~its Commitment and/or Loans~~the relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.07(d)(i) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or Other Term Loans (such ~~Lender shall be allocated ratably among~~ maturity date for the ~~extended~~ Term Loans or Other Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”), and ~~non-extended portions of~~ (iii) the ~~Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ scheduled maturity date with respect to ~~such Maturity Date Extension Request in respect of Commitments and/or~~ any Incremental Loans held by ~~them~~the Extending Term Lenders or Extending Revolving Lenders, ~~then~~as applicable, ~~subject~~ shall be extended to ~~paragraph (d) of this Section, on~~ the date specified in the notice referred to in Section 2.07(d)(i) above, which shall become the new maturity date applicable to such Incremental Loans (such date, the “Extended Incremental Loan Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to (x) the applicable Extending Revolving Lenders and Non-Extending Revolving Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Revolver Extension Effective Date”), the Existing Revolving Maturity Date applicable to the Non-Extending Revolving Lenders, and the Extended Revolving Maturity Date (iafter giving effect to such extension) applicable to the Extending Revolving Lenders, (y) the applicable Extending Term Lenders and Non-Extending Term Lenders such extension, specifying the effective date of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and (z) the applicable Extending Term Lenders and/or the Extending Revolving Lenders and Non-Extending Term Lenders and/or the Non-Extending Revolving Lenders such extension, specifying the effective date of such extension (the “Incremental Loan Extension Effective Date”), the Existing Incremental Loan Maturity Date applicable to such Non-Extending Revolving Lenders and/or Non-Extending Term Lenders, as applicable, and the Extended Incremental Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders and/or the Extending Revolving Lenders, as applicable. The interest margins and/or “floors” with respect to any Revolving Commitments, Other Revolving Commitments, Term Loans, Other Term Loans or Incremental Loans, as applicable, extended pursuant to this Section 2.07 may be different than the interest margins and/or “floors” for the existing Revolving Commitments, Other Revolving Commitments, existing Class of Term Loans, Other Term Loans or Incremental Loans, as applicable, and upfront fees may be paid to the Extending Revolving Lenders or Extending Term Lenders, as applicable, in each case to the extent provided in the Borrower’s notice or as otherwise agreed between the Borrower and the Extending Revolving Lenders or Extending Term Lenders, as applicable. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the ~~applicable Commitments and/or Loans shall~~Borrower dated as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Revolver Extension Effective Date, the Term Loan Extension Effective Date or the Incremental Loan Extension Effective Date, as applicable, except to the ~~Consenting Lenders~~extent that such representations and warranties specifically refer to an earlier date, ~~be extended to~~ in which case such ~~date as~~ representation and warranty shall be ~~specified therein~~true and correct in all material respects as of such earlier date, ~~(ii) the terms~~ and ~~conditions~~ no Default or Event of Default exists or will exist as of the ~~applicable Commitments and/or Loans of~~ Revolver Extension Effective Date, Term Loan Extension Effective Date or the ~~Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified~~ Incremental Loan Extension Effective Date, as ~~set forth in the Maturity Date Extension Request and~~ applicable. (iii) Notwithstanding anything to the contrary herein, (A) the Borrowers, the Extending Revolving Lenders and/or the Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, in each case, to replace any such ~~other modifications~~ person that does not consent to continue its respective obligations and ~~amendments hereto specified~~ duties under the Loan Documents in ~~the Maturity Date Extension Request shall~~ connection with an extension under this Section 2.07(d) and (~~subject to any required approvals (including those of the Required Lenders~~B) ~~having been obtained) become effective. (b) Notwithstanding the foregoing,~~ the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Revolving Maturity Date, the Existing Term Loan Maturity Date or the Existing Incremental Loan Maturity Date, as applicable, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ I) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent (and, ~~only~~ if a Revolving Commitment or Other Revolving Commitment is being assigned, the Issuing Bank), which consent(s) shall not unreasonably be withheld or delayed, (II) each Non-Extending Revolving Lender or Non-Extending Term Lender, as applicable, shall have received payment of an amount equal to the outstanding principal of its Loans and participations in ~~respect of that portion~~ LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (III) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii)(C) and (IV) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (iii) with respect to a ~~Maturity Date Extension Request that it has not agreed to extend) with a~~ Non-Extending Revolving Lender or ~~other financial institution~~ Non-Extending Term Lender, in either case that ~~will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent or Issuing Bank. Any such replacement Lender shall for all purposes constitute ~~a Consenting~~ an Extending Revolving Lender ~~in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~or Extending Term Lender, as applicable. (civ) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect~~ Notwithstanding the terms of ~~a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date~~Section 9.02, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall ~~have received a certificate~~ be entitled (without the consent of any other Lenders except to ~~that effect dated such date and executed by a Responsible Officer.~~ the extent required under subsection (eii) ~~Notwithstanding~~ above) to enter into any ~~provision of~~ amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a maturity date applicable to the ~~contrary~~Revolving Commitments, ~~it is hereby agreed that no extension~~ Other Revolving Commitments, the maturity date applicable to any Class of an Term Loans or Other Term Loans or maturity date applicable to any Incremental Loans, as applicable, pursuant to this Section 2.07(d). In addition, with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Existing Revolving Maturity Date shall be reallocated from Non-Extending Revolving Lenders to Extending Revolving Lenders in accordance with the ~~express~~ terms of ~~this Section~~such amendment; provided, ~~or any amendment or modification of~~ however, that such participation interests shall, upon receipt thereof by the ~~terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto~~Extending Revolving Lenders, ~~shall~~ be deemed to ~~(i) violate the last sentence~~ be participation interests in respect of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent such extended revolving commitments and ~~the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect~~ the terms of ~~any Maturity Date Extension Request that has become effective in accordance with~~ such participation interests (including, without limitation, the ~~provisions of this Section~~commission applicable thereto) shall be adjusted accordingly.

Appears in 2 contracts

Sources: Credit Agreement (Windstream Holdings, Inc.), Credit Agreement (Windstream Services, LLC)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly ~~deliver a copy thereof to each~~ notify the applicable Lenders, request extensions of the ~~Lenders~~Maturity Date applicable to the Commitments (the “Extended Loans”) ~~not less than ten days~~ to a date specified in such Extension Request. (~~or such shorter period as agreed~~ b) The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and Within the time ~~as of which~~ period specified in such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have~~ notify the ~~right, but not the obligation,~~ Administrative Agent whether it consents to ~~agree to the~~ such extension ~~of the Existing Maturity Date~~ (which consent may be given or withheld in such Lender’s sole and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each absolute discretion). Any Lender not ~~agreeing thereto being referred~~ responding within the above time period shall be deemed not to ~~herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of~~ have consented to such ~~Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the~~ extension. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ applicable Lenders of such Lenders’ responses. (c) The maturity date applicable to any Commitments shall be extended only with respect to such Extended Loans held by such Lenders that have consented thereto (the ~~date on which~~ Lenders that so consent being the ~~Maturity Date Extension Request shall have been delivered by~~ “Extending Lenders” and the ~~Borrower~~ Lenders that declined being the “Non-Extending Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of Extending Lenders no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the ~~remaining portion of its Commitment and/or Loans, and~~ Commitments held by the ~~aggregate principal amount of each Type of Loans of the applicable Class of such Lender~~ Extending Lenders shall be ~~allocated ratably among the~~ extended ~~and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on~~ the date specified in the Extension Request, which shall become the maturity date of the applicable Commitments (such date, the “Extended Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to the applicable Extending Lenders and Non-Extending Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Extension Effective Date”~~), (i~~) and the ~~Existing~~ Extended Maturity Date ~~of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (iiextension) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, applicable to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Extending Lenders. (d) ~~Notwithstanding~~ The proposed terms of the ~~foregoing~~Extended Loans to be established shall (i) be identical as offered to each Lender and (ii) be identical to the existing Commitments from which such Extended Loans are to be amended, ~~no Maturity Date Extension Request~~ except that: (A) the maturity date of the Extended Loans shall ~~become effective hereunder unless~~be later than the maturity date of the existing Commitments and (B) the Administrative Agent and the Extending Lenders may receive customary fees in consideration for the extension of the Extended Loans. (e) As a condition precedent to such extension, the Borrower shall deliver or cause to be delivered any customary legal opinions, certificates or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent and the Extending Lenders and a certificate stating that before and after giving effect to such extension, (i) the representations and warranties made by any Loan Party in this Agreement and the other Loan Documents are true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects, in each case on and as of the Extension Effective Date, except in the ~~conditions set forth~~ case of any such representation and warranty that expressly relates to a prior date, in ~~Section 4.02~~ which case such representation and warranty shall be ~~satisfied~~ so true and correct on and as of such prior date and (~~with all references in such~~ ii) that no Default or Event of Default exists and is continuing as of the Extension Effective Date. (f) Notwithstanding the terms of Section ~~to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ 10.02, the Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fb) ~~The Borrower~~above) to enter into any amendments to this Agreement, in form and substance satisfactory to the Administrative Agent, that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Extended Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 2.20.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (PHI Group, Inc./De), Term Loan Credit Agreement (Phi Inc)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Third Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The Borrower~~Without the consent of any other Person, the Borrowers, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 2 contracts

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Appears in 1 contract

Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Final Maturity Date for the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended (the “"Existing Maturity Date”"), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall specify (i) ~~specify~~ the applicable Class of ~~Commitments and/or~~ Loans hereunder to be extended, (ii) ~~specify~~ the date to which the applicable Final Maturity Date is sought to be extended, (iii) ~~specify~~ the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their ~~Commitments and/or~~ Loans extended to such new Final Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) ~~specify~~ any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to in Section ~~9.02(b~~12.02(a) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date for such Class and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “"Consenting Lender” ”" and each Lender not agreeing thereto being referred to herein as a “"Declining Lender”"), which right may be exercised by written notice thereof, specifying the maximum principal amount of the ~~Commitment and/or~~ Loans of such Class of such Lender with respect to which such Lender agrees to the extension of the Final Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its ~~Commitment and/or Loans~~Loans of such Class, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of ~~Commitments and/or~~ Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “"Extension Effective Date”"), (i) the Existing Maturity Date of the applicable ~~Commitments and/or~~ Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable ~~Commitments and/or~~ Loans of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: First Lien Credit Agreement (Gannett Co., Inc.)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, on and after the Closing Date, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the applicable Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Company, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such ~~Lender~~ ▇▇▇▇▇▇ agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Company (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Company (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.24, on the date specified in the Maturity Date Extension Request as the ~~effective date~~ Closing Date thereof (the “Extension ~~Effective~~ Closing Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit ~~fees~~Fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.15(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with ~~a Lender or other financial institution~~ an Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Credit Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.03(o), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Credit Exposure as of such date will not exceed the ~~aggregate~~ Aggregate Revolving Credit Commitments of the Consenting Lenders extended pursuant to this Section (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any Revolving Credit Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the aggregate amount of the Revolving Credit Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, on the Existing Maturity Date, the Revolving Credit Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.24, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Credit Loans made by each Declining Lender to the Borrowers to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction (or waiver in accordance with Section 9.02) of the conditions set forth in Section 4.03, such repayments may be funded with the proceeds of new Revolving Credit Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Credit Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Credit Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Company shall repay all the Loans of such Class made by each Declining ~~Lender~~Lender to the Company, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction (or waiver in accordance with Section 9.02) of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.024.03, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Credit Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension ~~Effective~~ Closing Date, the conditions set forth in clauses (a) and (b) of Section ~~4.02~~ 4.03 shall be satisfied (or waived in accordance with Section 9.02) (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Company. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.04(b) or Section ~~2.17(b~~2.13(f) or ~~2.17(c)~~ 2.14 or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) Notwithstanding anything to the contrary contained in this Section, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section, there shall not be more than six Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Appears in 1 contract

Sources: Credit Agreement (NCR Atleos, LLC)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, on and after the Closing Date, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the applicable Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Company, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Company (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Company (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.24, on the date specified in the Maturity Date Extension Request as the ~~effective date~~ Closing Date thereof (the “Extension ~~Effective~~ Closing Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit ~~fees~~Fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.15(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with ~~a Lender or other financial institution~~ an Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Credit Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.03(o), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Credit Exposure as of such date will not exceed the ~~aggregate~~ Aggregate Revolving Credit Commitments of the Consenting Lenders extended pursuant to this Section (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any Revolving Credit Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the aggregate amount of the Revolving Credit Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, on the Existing Maturity Date, the Revolving Credit Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.24, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Credit Loans made by each Declining Lender to the Borrowers to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction (or waiver in accordance with Section 9.02) of the conditions set forth in Section 4.03, such repayments may be funded with the proceeds of new Revolving Credit Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Credit Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Credit Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Company shall repay all the Loans of such Class made by each Declining ~~Lender~~Lender to the Company, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction (or waiver in accordance with Section 9.02) of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.024.03, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Credit Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension ~~Effective~~ Closing Date, the conditions set forth in clauses (a) and (b) of Section ~~4.02~~ 4.03 shall be satisfied (or waived in accordance with Section 9.02) (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Company. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.04(b) or Section ~~2.17(b~~2.13(f) or ~~2.17(c)~~ 2.14 or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) Notwithstanding anything to the contrary contained in this Section, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section, there shall not be more than six Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Appears in 1 contract

Sources: Credit Agreement (NCR Atleos Corp)

Extension of Maturity Date. (a) ~~The~~ At least 60 days but not more than 75 days prior to each annual anniversary of the Closing Date, the Borrower may, by ~~delivery of~~ delivering a ~~Maturity Date Extension Request~~ written notice to the Administrative ~~Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative~~ Agent~~) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”)~~, request that the ~~Lenders extend the Existing~~ Maturity Date ~~in accordance with this Section~~be extended for one additional year. ~~Each Maturity Date Extension Request~~ The Administrative Agent shall ~~(i) specify~~ notify each Lender of such request promptly upon its receipt of such notice and shall request that each Lender respond to such request by the ~~applicable Class~~ Borrower within ten Business Days of ~~Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any,~~ notice thereof. If any Lender does not consent or respond to the ~~Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders~~ Borrower's request then such Lender (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(ba "Refusing Lender") shall ~~become effective prior~~ be deemed to have rejected such request. If Lenders whose combined Revolving Loan Commitment Percentages equal at least 80% (the ~~Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date~~ "Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (Required Lenders"; each Lender agreeing to ~~the Maturity Date Extension Request being~~ extend its Revolving Loan Commitment is referred to herein as ~~a “Consenting~~ an "Extending Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent") not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects timely agree in writing to extend ~~only a portion of its~~ their Revolving Loan Commitments, then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing Maturity Date~~ Revolving Loan Commitments of the ~~applicable Commitments and/or Loans shall, as to the Consenting Lenders,~~ Extending Lenders shall without further action be extended ~~to such date as shall be specified therein~~for an additional one year period, (ii) the term "Maturity Date" shall thenceforth mean, (A) as to the Commitments and Loans of the Extending Lenders, the last day of such additional one year period and (B) as to the Commitments and Loans of the Refusing Lenders, the Maturity Date in effect prior to such extension (each a "RL Maturity Date"), (iii) subject to the terms of subsection (b) below, the Revolving Loan Commitments of the Refusing Lenders shall terminate on the applicable RL Maturity Date and ~~conditions~~ the Loans and other amounts owed to such Lenders shall be due and payable on such date and (iv) subject to the terms of subsection (b) below, on a RL Maturity Date (A) the Revolving Committed Amount shall be reduced by an amount equal to the sum of the Revolving Loan Commitments of the applicable ~~Commitments and/or Loans~~ Refusing Lenders and (B) the Revolving Loan Commitment Percentage of the ~~Consenting~~ Extending Lenders ~~(including interest and fees (including Letter of Credit fees) payable in respect thereof)~~ shall be ~~modified as set forth in~~ reallocated, on a pro rata basis, so that the sum of such Revolving Loan Commitment Percentages equals one hundred percent (100%). If such extension is not approved by the Extension Required Lenders, the Maturity Date ~~Extension Request and (iii) such other modifications and amendments hereto specified~~ then in ~~the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective~~effect will be retained. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Pulte Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects option to extend ~~only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of~~ the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Initial Maturity Date of the ~~applicable Commitments and/or Loans shall, as~~ Facility to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Initial Extended Maturity Date (the “Initial Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(iOption”), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender written notice (each, an “Extension Notice”) of the Borrower’s request to exercise the Initial Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the Initial Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Extension Fee on or before the date that the applicable Initial Extension Option is effective (such date of effectiveness, the “Initial Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders~~ covenants contained in ~~accordance with their extended Revolving Commitments;~~ Section 5.04 immediately before and ~~(iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans~~, on ~~the Existing Maturity Date~~a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall ~~repay all~~ have provided such other information as is otherwise reasonably requested by the ~~Loans~~ Lender in connection with such extension. (b) The Borrower shall have the additional option to extend the Initial Extended Maturity Date of ~~such Class of each Declining Lender,~~ the Facility to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed thatAdditional Extended Maturity Date (the “Additional Extension Option”), subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender an Extension Notice of the Borrower’s request to exercise the Additional Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the applicable Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Additional Extension Fee on or before the date that the applicable Additional Extension Option is effective (such date of effectiveness, the “Additional Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unlesscovenants contained in Section 5.04 immediately before and, on ~~the Extension Effective Date~~a pro forma basis, ~~the conditions set forth in Section 4.02 shall be satisfied (~~immediately after such extension, together with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.48 26203076.▇▇▇▇▇▇▇▇▇▇.8

Appears in 1 contract

Sources: Credit Agreement (Trinity Place Holdings Inc.)

Extension of Maturity Date. ~~(a) The Borrower may, by delivery~~ Borrowers may request one-year extensions of a the Maturity Date by making such request in writing (an “Extension Request”) to Administrative Agent at least thirty (30) days prior to each September 30th during the term of this Agreement (except for the September 30th that is the then-existing Maturity Date). Administrative Agent shall promptly notify each Lender of any such Extension Request to (the date Administrative Agent ~~(which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or~~ receives such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (~~Extension Request being the “~~Existing Maturity~~ Request Date”~~), request that~~ ) and each Lender shall notify Administrative Agent within thirty (30) days after the ~~Lenders extend the Existing Maturity~~ Request Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended whether such Lender consents to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Requestextension; provided that ~~no such changes~~ the failure to respond by Administrative Agent or ~~modifications requiring approvals pursuant~~ any Lender to ~~the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date~~ an Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a ~~Declining Lender)~~denial of such consent by such Person. If Lenders having a ~~Lender elects~~ Pro Rata Share of at least sixty-six and two-thirds percent (66 2/3%) consent to ~~extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a~~ such extension (such Lenders being “Consenting ~~Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans,~~ Lenders” and the ~~aggregate principal amount of each Type of Loans of~~ Lenders not consenting being “Non-Consenting Lenders”) within thirty (30) days after the ~~applicable Class of such Lender shall be allocated ratably among~~ Request Date (the ~~extended and non-extended portions of~~ date Administrative Agent receives the ~~Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ necessary consents to such ~~Maturity Date Extension Request in respect~~ extension and receives or is deemed to have received the consent or denial of ~~Commitments and/or Loans held by them, then, subject to paragraph (d)~~ consent of ~~this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (~~all Lenders being the “~~Extension Effective~~ Approval Date”), ~~(i)~~ then the ~~Existing~~ then-existing Maturity Date ~~of the applicable Commitments and/or Loans shall,~~ shall be extended for one (1) year as to the Consenting Lenders so long as (a) no Default or Potential Default exists, (b) Borrowers, on or before ninety (90) days after the Approval Date, either (i) pays to the Non-Consenting Lenders the Principal Debt owing to such Non-Consenting Lenders, ~~be extended~~ together with all accrued unpaid interest thereon, all fees, and any Funding Loss payable under Section 3.18 owing to such ~~date as~~ Non-Consenting Lenders, in which case the Commitment of each such Non-Consenting Lenders shall be ~~specified therein~~terminated, or (ii) effect one or more assignments from the ~~terms and conditions~~ Non-Consenting Lenders to a new Lender or Lenders pursuant to Section 13.11 who shall also consent to the extension of the ~~applicable Commitments and/or Loans~~ then-existing Maturity Date, and (c) Borrowers pay to Administrative Agent, for the account of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders~~) having been obtained) become effective. (b) Notwithstanding the foregoing~~, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner extension fee set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.3.20

Appears in 1 contract

Sources: Credit Agreement (Innkeepers Usa Trust/Fl)

Extension of Maturity Date. (a) The Borrower may, from time to time, with the consent of the Administrative Agent, by delivery of a request (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ thirty (30) days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable ~~Class of~~ Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders holding such Loans and/or Commitments (the “Requested Lenders”) extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.18. Each Maturity Date Extension Request relating to Term Loans of a Class shall offer to extend all Term Loans of such Class ratably among the Term Lenders holding Loans of such Class. Each Maturity Date Extension Request relating to RC Commitments shall offer to extend all RC Commitments ratably among the RC Lenders. Each Maturity Date Extension Request shall (i) specify the applicable ~~Class of~~ Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; ~~provided~~ provided, that no with respect to any Term Loans, (1) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and participation in prepayments and commitment reductions, the extended Term Loans shall have the same terms as the existing Class of Term Loans from which they are extended or such ~~changes or modifications requiring approvals pursuant~~ other terms as shall be reasonably satisfactory to the ~~provisos~~ Administrative Agent, (2) the final maturity date of any extended Term Loans shall be no earlier than the Existing Maturity Date, (3) the weighted average life to ~~Section 9.02(b)~~ maturity of any extended Term Loans shall ~~become effective prior~~ be no shorter than the remaining weighted average life to maturity of the Class of Term Loans to which such offer relates; provided, further, with respect to any RC Commitment, except as to interest rates, fees, any other pricing terms and final maturity, any extended RC Commitment shall have the same terms as the existing RC Commitments from which they are extended or have such other terms as shall be reasonably satisfactory to the ~~Latest Maturity Date unless~~ Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such ~~other approvals have been obtained.~~ terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender. (b) In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Requested Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Requested Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Requested Lender with respect to which such Requested Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Requested Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Requested Lender elects to extend only a portion of its then existing Commitment and/or ~~Loans~~Loans subject to the Maturity Date Extension Request, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of ~~its~~ such Commitment and/or Loans~~, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender~~ . (c) If there shall be ~~allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If~~ Consenting Lenders ~~shall~~ who have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, ~~then~~then the Borrower, ~~subject~~ the Administrative Agent and the Consenting Lenders shall enter into an amendment to ~~paragraph (d) of~~ this ~~Section, on the date specified in the Maturity Date Extension Request as the effective date thereof~~ Agreement (the “Extension ~~Effective Date~~Amendment”~~), (i~~) ~~the Existing Maturity Date of the applicable Commitments and/or Loans shall,~~ to effect such modifications as may be necessary to ~~the Consenting Lenders, be extended to such date as shall be specified therein, (ii)~~ reflect the terms ~~and conditions~~ of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (cd) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely~~ Solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving RC Commitments, on the Existing Maturity Date, the ~~Revolving~~ RC Commitment of each Declining Lender ~~shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section,~~ shall terminate, and the Borrower shall repay ~~all~~ the ~~Revolving~~ RC Loans of ~~each~~ the Declining ~~Lender, to the extent such Loans shall not have been so purchased, assigned and transferred~~Lenders, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~4.2 (Requirements for Each Loan/Letter of Credit), such repayments may be funded with the proceeds of new ~~Revolving Borrowings made simultaneously with such repayments by~~ RC Loans from the Consenting Lenders~~, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and~~. (~~iii~~e) ~~solely~~ Solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay ~~all~~ the Loans of such Class of ~~each~~ the Declining ~~Lender, to the extent such Loans shall not have been so purchased, assigned and transferred~~Lenders, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~4.2 (Requirements for Each Loan/Letter of Credit), such repayments may be funded with the proceeds of new ~~Revolving Borrowings~~ RC Loans made ~~simultaneously with such repayments by the Revolving Lenders~~simultaneously. (df) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in ~~Section 4.02 shall be~~ Subsections 4.2.1 (No Default) and 4.2.3 (Representations and Warranties) have been satisfied ~~(with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request)~~ and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (eg) ~~Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no~~ No extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.18, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders or any reallocation of Loans or Commitments or other obligations effected ~~pursuant thereto~~in connection with this Section 2.18, shall be deemed to ~~(i)~~ violate ~~the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision~~ provisions of this Agreement requiring ~~the ratable reduction~~ pro rata payments, pro rata borrowings or pro rata Commitment increases or decreases or require consents of ~~Commitments or the ratable sharing of payments or~~ any Lenders (~~ii) require~~ except as expressly set forth in this Section 2.18). If provided in any Extension Amendment with respect to any extended RC Commitments, and with the consent of ~~all~~ each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to RC Lenders ~~or all affected~~ holding such extended RC Commitments and RC Lenders ~~under Section 9.02(b)~~holding existing RC Commitments in the manner specified in such Extension Amendment. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Greatbatch, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Revolving Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or Loans~~ (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.11, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate Revolving Exposure~~ aggregate credit exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Sources: Credit Agreement (Newmont Mining Corp /De/)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders, request extensions of the ~~Lenders~~Maturity Date applicable to the Commitments (the “Extended Loans”) ~~not less than ten days~~ to a date specified in such Extension Request. (~~or such shorter period as agreed~~ b) The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and Within the time ~~as of which~~ period specified in such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have~~ notify the ~~right, but not the obligation,~~ Administrative Agent whether it consents to ~~agree to the~~ such extension ~~of the Existing Maturity Date~~ (which consent may be given or withheld in such Lender’s sole and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each absolute discretion). Any Lender not ~~agreeing thereto being referred~~ responding within the above time period shall be deemed not to ~~herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of~~ have consented to such ~~Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the~~ extension. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ applicable Lenders of such Lenders’ responses. (c) The maturity date applicable to any Commitments shall be extended only with respect to such Extended Loans held by such Lenders that have consented thereto (the ~~date on which~~ Lenders that so consent being the ~~Maturity Date Extension Request shall have been delivered by~~ “Extending Lenders” and the ~~Borrower~~ Lenders that declined being the “Non-Extending Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of Extending Lenders no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the ~~remaining portion of its Commitment and/or Loans, and~~ Commitments held by the ~~aggregate principal amount of each Type of Loans of the applicable Class of such Lender~~ Extending Lenders shall be ~~allocated ratably among the~~ extended ~~and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on~~ the date specified in the Extension Request, which shall become the maturity date of the applicable Commitments (such date, the “Extended Maturity ~~Date Extension Request as~~ Date”). The Administrative Agent shall promptly confirm to the applicable Extending Lenders and Non-Extending Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Extension Effective Date”~~), (i~~) and the ~~Existing~~ Extended Maturity Date ~~of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (iiextension) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, applicable to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Extending Lenders. (d) ~~Notwithstanding~~ The proposed terms of the ~~foregoing~~Extended Loans to be established shall (i) be identical as offered to each Lender and (ii) be identical to the existing Commitments from which such Extended Loans are to be amended, except that: (A) the maturity date of the Extended Loans shall be later than the maturity date of the existing Commitments and (B) the Administrative Agent and the Extending Lenders may receive customary fees in consideration for the extension of the Extended Loans. (e) As a condition precedent to such extension, the Borrower shall deliver or cause to be delivered any customary legal opinions, certificates or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such extension) reasonably requested by Administrative Agent and the Extending Lenders and a certificate stating that before and after giving effect to such extension, the representations and warranties made by any Credit Party in this Agreement and the other Loan Documents are true and correct in all respects and that no ~~Maturity Date Extension Request shall become effective hereunder unless, on~~ Event of Default or Borrowing Base Deficiency exists as of the Extension Effective Date. (f) Notwithstanding the terms of Section 12.02, 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 Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ clause (fb) ~~The Borrower~~above) to enter into any amendments to this Agreement, in form and substance satisfactory to the Administrative Agent, that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Extended Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 3.06.

Appears in 1 contract

Sources: Credit Agreement (Pressburg, LLC)

Extension of Maturity Date. (a) ~~The~~ Each Borrower may, ~~by delivery of~~ upon notice (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders or New Lenders under the applicable Facility), request one or more extensions of ~~the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing~~ any Revolver Termination Date, Term Maturity Date or the maturity date for any Additional Facility or Replacement Facility, in each case applicable to any Facility under which it is a Borrower (the Revolver Termination Date, Term Maturity Date or maturity date for such Additional Facility or Replacement Facility applicable ~~Class of Commitments and/or Loans hereunder~~ to ~~be extended (~~such Facility, the “Existing Maturity Date”)~~, request that the Lenders extend the Existing Maturity Date in accordance with this Section~~. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which ~~the applicable~~ such Existing Maturity Date is sought to be ~~extended~~extended (the “New Maturity Date”), (~~iii~~ii) specify the changes, if any, to the ~~Applicable Rate to be applied in determining the~~ interest ~~payable on the Loans of~~rates, floors and margins, commitment and other fees payable ~~hereunder to,~~ to Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or~~ and Loans extended to such ~~new~~ New Maturity Date and the time as of which such changes will become ~~effective (~~effective, which may be prior to the Existing Maturity Date) , and (iviii) specify any other amendments or modifications to this Agreement or the other Loan Documents to be effected in connection with such ~~Maturity Date Extension Request~~extension; provided that (A) no such ~~changes~~ amendments or modifications ~~requiring~~ under clause (iii) that would otherwise require approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 12.1 shall become effective prior to the ~~Latest~~ then latest Revolver Termination Date (in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), unless such other approvals have been obtained. , (B) the Obligations under any such Facility shall rank pari passu in right of payment with the other Loans and Commitments hereunder and (C) the Obligations under any such Facility shall not be guaranteed by any Person other than the Credit Parties that guaranteed the applicable Facility prior to such maturity extension. (b) In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each Lender under the applicable ~~Lender~~ Facility shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated ~~thereby~~ by the Maturity Date Extension Request on the terms and subject to the conditions set forth therein (each Lender under the applicable Facility agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender under the applicable Facility not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Loans of such Lender under the applicable Facility with respect to which such Lender agrees to the ~~extension of the~~ New Maturity Date, delivered to the applicable Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the applicable Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by ~~the~~ such Borrower (it being understood ~~and agreed~~ that any Lender under such Facility that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender under such Facility elects to extend only a portion of its then existing Commitment ~~and/or Loans~~or Loans under such Facility, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment ~~and/or Loans,~~ and ~~the aggregate principal amount of each Type of~~ Loans ~~of the applicable Class of~~ under such ~~Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~Facility. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ and Loans under such Facility held by them, ~~then, subject to paragraph (d) of this Section,~~ then on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (iw) the Existing Maturity Date of the applicable Commitments ~~and/or~~ and Loans under such Facility shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (iix) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders under such Facility (~~including~~ with respect to maturity, interest rates, floors and margins, commitment and other fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (~~iii~~y) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (become effective, subject to any required approvals under Section 12.1, except that any such other modifications and amendments that do not take effect until the then latest Revolver Termination Date (~~including those~~ in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), shall not require the consent of any Lender other than the Consenting Lenders and (z) to the extent that such Facility is a Revolving Facility and any Commitments or Loans under such Facility are not extended (thereby resulting in an Extended Revolving Facility in respect of the ~~Required Lenders~~Commitments and Loans that are extended), (1) ~~having been obtained~~the borrowing and repayment (except for (A) ~~become effective~~payments of interest and fees at different rates on any Revolving Facility, any Additional Revolving Credit Commitments or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility, (B) repayments required upon the Revolver Termination Date of the Revolving Facility, any Additional Revolving Credit Commitments or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility and (C) repayments made in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Loans under any Extended Revolving Facility after the Extension Effective Date shall be made on a pro rata basis between any Revolving Facility, any Additional Revolving Credit Commitments and any other Replacement Revolving Facility (to the extent they remain outstanding) and the new Extended Revolving Facility, (2) any swing line loans made, or letters of credit issued, as applicable, under any Revolving Facility after the Extension Effective Date shall be made or issued to the extent reasonably practicable on a pro rata basis between the Revolving Facility, any Additional Revolving Credit Commitments and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility (to the extent that such facilities have a swing line or letter of credit subfacility) and (3) the permanent repayment of Loans with respect to, and termination of commitments under, such new Extended Revolving Facility shall be made on a pro rata basis between any Revolving Facility, any Additional Revolving Credit Commitments and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility, except that the Borrower under such new Extended Revolving Facility shall be permitted to permanently repay and terminate commitments under such new Extended Revolving Facility on a greater than pro rata basis than any other Revolving Facility that has a later Revolver Termination Date than such Extended Revolving Facility either on the Extension Effective Date or on the date that such Revolving Facility is subsequently incurred after such Extension Effective Date. (bc) Notwithstanding anything herein to the ~~foregoing~~contrary, ~~the Borrower~~ Borrowers shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 3.7 and ~~9.04~~12.8, at any time prior to the Existing Maturity Date, to replace a Declining Lender (~~for the avoidance of doubt,~~ only in respect of that portion of such Lender’s ~~Commitment and/or~~ Commitments and Loans subject to a Maturity Date Extension Request that it such Lender has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ and Loan assigned to and assumed by it on and after the effective time of such replacement. (cd) If a Maturity Date Extension Request has become effective ~~hereunder: (i) solely in~~ hereunder with respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving CommitmentsFacility, on the Existing Maturity Date, the ~~Revolving~~ Commitment and Loans of each Declining Lender under such Facility shall, to the extent not assumed, assigned or transferred as provided in ~~paragraph (b) of this Section~~Section 2.15(b), terminate, and the ~~Borrower~~ Borrowers under such Facility shall repay all the ~~Revolving~~ Loans of each Declining ~~Lender~~Lender under such Facility, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) ~~Notwithstanding~~ This Section 2.15 shall supersede any provision ~~of this Agreement~~ to the ~~contrary~~contrary in this Agreement, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of including Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)12.1. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Crown Holdings Inc)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders), request one or more extensions of the maturity date applicable to the maturity date applicable to the Term Loans ~~hereunder~~ or New Term Loans, as applicable, of a given Class (each, an “Existing Term Loan Tranche”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans or New Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request shall~~ Within 15 Business Days of delivery of such notice (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Lender or New Term Loan Lender as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Lender’s or New Term Loan Lender’s, as applicable, sole and absolute discretion). Any Lender or New Term Loan Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Lenders and/or the New Term Loan Lenders of such Lenders’ or the New Term Loan Lenders’ responses, as applicable. (b) The maturity date applicable to any Class of Term Loans or New Term Loans, as applicable, shall be extended (such Term Loans so extended, the “Extended Term Loans”) only with respect to such Existing Term Loan Tranche, as applicable, held by such Term Lenders or New Term Loan Lenders, as applicable, that have consented thereto (the Lenders or New Term Loan Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Lenders or New Term Loan Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans or New Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.16(a) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or New Term Loans (such ~~Lender~~ maturity date for the Term Loans or New Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall ~~be allocated ratably among~~ promptly confirm to the ~~extended~~ applicable Extending Term Lenders and ~~non~~Non-~~extended portions of the Loans of~~ Extending Term Lenders such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themextension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five (5) different maturity dates; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term Loans held by the Non-Extending Term Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans and (v) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date, signed by a Senior Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 6 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Term Loan Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date. (c) Notwithstanding anything to the contrary herein, (i) the ~~Existing Maturity Date of~~ Borrower and/or the ~~applicable Commitments and/or Loans shall~~Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, as in each case, to replace any such person that does not consent to continue its respective obligations and duties under the ~~Consenting Lenders, be extended to such date as shall be specified therein,~~ Credit Documents in connection with an extension under this Section 2.16 and (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Term Lender, and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ w) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent, ~~only in respect~~ which consent(s) shall not unreasonably be withheld or delayed, (x) each Non-Extending Term Lender shall have received payment of ~~that portion~~ an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (y) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 12.07(b), and (z) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (c) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Term Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining an Extending Term Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~terms of Section 12.01, 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 Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fc) ~~The Borrower,~~ above) to enter into any amendments (an “Extension Amendment”) to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Class of Term Loans or New Term Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 2.16.

Appears in 1 contract

Sources: Term Loan Credit Agreement (MRC Global Inc.)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class) not less than ~~ten~~ thirty-five (35) days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for any Class of Commitments or Loans (with respect to any Class of Commitments or Loans, the “Existing Maturity Date”), request up to two (2) times pursuant to this Section 2.19 that the applicable Lenders extend the Existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date~~ in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the date to which the applicable ~~Class of Commitments and/or Loans hereunder~~ Maturity Date is sought to be extended, (ii) specify the ~~date to which the~~ applicable ~~Maturity Date is sought~~ Class of Commitments and/or Loans hereunder to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section ~~9.02(b)~~ 10.01 shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event that a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Company, each applicable Lender shall have the ~~right, but~~ right in its sole discretion to agree or not ~~the obligation,~~ to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender of the applicable Class agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” ~~and~~ and, each Lender of the applicable Class not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such ~~Lender agrees~~ Len▇▇▇ ▇▇rees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Company (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Company (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each ~~Type~~ type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date ~~thereof (the “Extension Effective Date”)~~thereof, (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees, if applicable) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. The Company, the Administrative Agent and the Consenting Lenders shall enter into an amendment to this Agreement (an “Extension Agreement”) to effect such modifications as may be necessary to reflect the terms of the Maturity Date Extension Request. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, not later than the fifth (5th) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of Revolving Credit Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.16, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving Credit Exposure as of such date will not exceed the aggregate Revolving Credit Commitments of the Consenting Lenders extended pursuant to this Section (and the ~~Borrower~~ Borrowers shall not be permitted thereafter to request any Revolving Credit Loan or any issuance, ~~amendment, renewal~~ amendment or extension of a Letter of Credit if, after giving effect thereto, (A) any Lender’s Dollar Equivalent of Revolving Credit Exposure would exceed its Revolving Credit Commitment, (B) the ~~Aggregate~~ Dollar Equivalent of the aggregate Revolving Credit Exposure would exceed the aggregate ~~amount~~ Revolving Credit Commitments and (C) the Dollar Equivalent of the total outstanding Revolving ~~Commitments so extended~~Credit Loans and L/C Obligations, in each case denominated in Alternative Currencies, would exceed the Alternative Currency Sublimit); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Credit Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Credit Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Credit Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Credit Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Credit Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the ~~Borrower~~ Company shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Credit Borrowings made simultaneously with such repayments by the Revolving Credit Lenders. (dc) ~~Notwithstanding~~ The effectiveness of any Extension Agreement shall be subject to the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless,~~ satisfaction on the ~~Extension Effective Date,~~ date thereof of each of the conditions set forth in Section 4.02 ~~shall be satisfied (with all references in such Section~~ and, to ~~a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent ~~shall have received a certificate~~ of (i) customary legal opinions, board resolutions and officers’ certificates of the type delivered on the Effective Date and (ii) reaffirmation agreements and/or such amendments to the Loan Documents as may be reasonably requested by the Administrative Agent in order to ensure that ~~effect dated such date~~ the Commitments and ~~executed by a Responsible Officer~~Loans of the Consenting Lenders are provided with the benefit of the applicable Loan Documents. (ed) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the ~~last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or~~ any ~~other~~ provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b). (f) The Borrower~~10.01; provided that, notwithstanding anything to the ~~Administrative Agent~~ contrary in this Section 2.19 or otherwise, except with respect to the termination of the Revolving Credit Commitments of Declining Lenders on the Existing Maturity Date applicable thereto and the ~~Consenting~~ repayment of outstanding Loans in connection therewith, each Borrowing, each repayment or prepayment of each Borrowing and each reduction of the Commitments shall be made on a pro rata basis among the Lenders ~~may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective~~ in accordance with ~~the provisions of this Section~~their respective Commitments, without regard to whether such Lenders are Consenting Lenders or Declining Lenders.

Appears in 1 contract

Sources: Credit Agreement (Tetra Tech Inc)

Extension of Maturity Date. (a) ~~The~~ Notwithstanding anything to the contrary in this Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”) made from time to time by the Borrower ~~may~~to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by ~~delivery~~ changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a ~~Maturity Date~~ separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) [reserved]; (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension ~~Request~~ Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided, that (x) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different maturity dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably satisfactory to the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent); (iv) (A) the final maturity date of any Extended Term Loans shall ~~promptly deliver a copy thereof~~ be no earlier than the Term Maturity Date; (v) the Weighted Average Life to ~~each~~ Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the ~~Lenders~~Term Loans extended thereby; (vi) ~~not~~ any Extended Term Loans may participate on a pro rata basis or a less than ~~ten days~~ pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer; (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and (ix) no Lender shall be obligated to agree to an Extension Offer and the determination to agree to an Extension shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such Extension Offer shall not be deemed an acceptance or agreement to provide an Extension. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i)(i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Sections 2.06, 2.07 or 2.08, (ii)(ii) the amortization schedules (in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the Extension of the relevant Facility and (iii)(iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Tranches to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A)(A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B)(B) with respect to any Extension of the Revolving Credit Commitments (or a portion thereof), the consent of the L/C Issuer and the Swing Line Lender, which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Tranches or sub-Tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.18. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage entered into in accordance with Section 6.13 that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the ~~then existing Maturity Date for the applicable Class of Commitments and/or Loans~~ credit facilities hereunder ~~to be extended (the “Existing Maturity Date”~~after such Extension), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, ~~to the Applicable Rate to~~ as may be ~~applied in determining the interest payable on the Loans of~~established by, ~~and fees payable hereunder~~ or acceptable to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case ~~together with accrued and unpaid interest and all fees and other amounts owing~~ acting reasonably to ~~such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of~~ accomplish the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision purposes of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)2.18. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Amendment No. 1 (Black Knight, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section.~~ Section 2.21; provided that (i) no Event of Default shall have occurred and be continuing at the time a Maturity Date Extension Request is delivered to the Lenders or at the time of the applicable extension, (ii) except as to interest rates, fees, amortization and final maturity (which shall be subject to the requirements of this Section 2.21, be determined by the Borrower and set forth in the relevant Maturity Date Extension Request), the Commitments and/or Loans extended pursuant to a Maturity Date Extension Request shall have the same terms as the original Commitments and/or Loans subject to such Maturity Date Extension Request (except for modification to such terms that do not become effective until after the Latest Maturity Date), (iii) the weighted average life to maturity of any extended Term Loan shall not be shorter than the remaining weighted average life to maturity of the Term Loans extended thereby and (iv) no tranche of extended Commitments and/or Loans shall be in an amount less than $60,000,000, unless this requirement is waived by the Administrative Agent. (b) Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right but not the ~~obligation,~~ obligation to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (de) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (bc) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution reasonably satisfactory to the Administrative Agent (provided that the consent of the Administrative Agent shall not be required if such other financial institution is an Affiliate of a Lender or an Approved Fund) and, if such Declining Lender is a Revolving Lender, each Issuing Bank, that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such ~~replacement~~replacement (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to obtain a replacement Lender; provided further that (i) the applicable assignee shall have agreed to provide the Commitment and/or Loans so assigned on the terms set forth in such Maturity Date Extension Request and (ii) all obligations of the Borrower owing to the Declining Lender relating to the Commitments and/or Loans so assigned (including all accrued interest, fees and all other amounts payable in respect thereof) shall be paid in full at no less than the market value thereof by the assignee to such Declining Lender concurrently with such assignment and assumption (with the Borrower paying to such Declining Lender the difference between the price so paid by the assignee and par). (cd) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the ~~aggregate~~ Aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure of all Revolving Lenders would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (bc) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (de) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Crown Castle International Corp)

Extension of Maturity Date. (a) The Parent Borrower may, not later than the date that is six months prior to the Maturity Date, by ~~delivery of a Maturity Date Extension Request~~ written notice to the Administrative Agent ~~(which shall promptly deliver a copy thereof to each of~~ and the Lenders~~) not less than ten days (or such shorter period as agreed to by~~ , request that the ~~Administrative Agent) prior to the then existing~~ Maturity Date ~~for~~ (such date being referred to hereinafter as the ~~applicable Class of Commitments and/or Loans hereunder to~~ "Initial Maturity Date") be extended (the ~~“Existing~~ "Maturity Date Extension") to be the date that is two years after the Initial Maturity Date (such date being referred to herein as the "Extended Maturity Date”")~~, request that~~ . Such notice shall offer each Lender the ~~Lenders~~ opportunity to extend the ~~Existing~~ maturity of its Commitment to the Extended Maturity ~~Date in accordance with this Section~~Date. Each ~~Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~Lender shall, ~~(ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any,~~ by notice to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date Parent Borrower and the ~~time as of which such changes will become effective (which may be~~ Administrative Agent given not less than 30 days prior to the ~~Existing~~ Initial Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, ~~each applicable Lender shall have the right, but not the obligation, to~~ either agree to extend the ~~extension~~ maturity of ~~the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein~~ its Commitment (each Lender so agreeing to extend the ~~Maturity Date Extension Request~~ maturity of its Commitment being referred to herein as a “"Consenting Lender” ") or decline to extend the maturity of its Commitment (and ~~each~~ any Lender that does not ~~agreeing thereto~~ deliver such a notice within such period shall be deemed to have declined to extend the maturity of its Commitment)(each Lender so declining or deemed to have declined being referred to herein as a ~~“Declining~~ "Non-Consenting Lender”"). In the event that, on the 30th day prior to the Initial Maturity Date, less than 100% of the Lenders have agreed pursuant to the preceding sentence to extend the maturity of their Commitments, then during the period prior to the Initial Maturity Date, the Parent Borrower may either (x) elect to continue this Agreement at a reduced size with the Consenting Lenders or (y) arrange for one or more banks or other financial institutions (any such bank or other financial institution being referred to herein as an "Extending Lender"), which ~~right~~ may ~~be exercised by written notice thereof~~(but need not) include any Lender, ~~specifying~~ to extend Commitments (to become effective on the ~~maximum~~ Initial Maturity Date) in an aggregate amount equal to the amount of the ~~Commitment and/or Loans of such~~ total Commitments held by the Non-Consenting Lenders; provided that (i) each Extending Lender, if not already a Lender ~~with respect to which such Lender agrees~~ hereunder, shall be subject to the ~~extension~~ approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (ii) the Borrowers, the Account Parties and each Extending Lender shall execute all such documentation as the Administrative Agent shall reasonably request to evidence such Extending Lender's Commitment and its status as a Lender. New Commitments created pursuant to this paragraph shall become effective on the Initial Maturity Date, ~~delivered~~ provided that the conditions to ~~the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which~~ the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender)are satisfied. If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Maturity Date Extension and the new Commitments of any Extending Lenders shall not become effective unless, on a date selected by the Parent Borrower ~~shall have~~ by notice to the ~~right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time~~ Administrative Agent that is within five Business Days prior to the ~~Existing~~ Initial Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect each of the ~~Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder:~~ following conditions are satisfied: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect~~ the total amount of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders ~~extended pursuant~~ and new Commitments of the Extending Lenders exceeds 50% of the Commitments in effect prior to ~~this Section (~~giving effect to the termination of the Commitments of the Non-Consenting Lenders and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount effectiveness of the ~~Revolving~~ new Commitments ~~so extended);~~ of the Extending Lenders; (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect~~ the representations and warranties of the ~~Revolving Commitments, on~~ Loan Parties set forth in the ~~Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate,~~ Loan Documents shall be true and ~~the Borrower~~ correct and no Default shall ~~repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not~~ have ~~been so purchased, assigned~~ occurred and ~~transferred~~be continuing, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans as of such ~~Class of each Declining Lender~~date, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a ~~certificate to that effect~~ certificate, dated such date and ~~executed~~ signed by the President, a ~~Responsible Officer~~Vice President or a Financial Officer of the Parent Borrower, to such effect; and (iii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 (or, with respect to a Borrowing Subsidiary, clauses (a) and (b) of Section 4.03) as to the corporate power and authority of the Borrowers and the Account Parties to borrow hereunder after giving effect to the Maturity Date Extension. (eb) ~~Notwithstanding any provision~~ In the event that the Maturity Date Extension becomes effective in accordance with paragraph (a) of this ~~Agreement~~ Section, on the Initial Maturity Date (i) the Commitments of the Non-Consenting Lenders shall terminate, each Non-Consenting Lender shall be released from its participation obligations in respect of any outstanding Letters of Credit or Swingline Loans and each Borrower or each Account Party, as applicable, shall pay to the ~~contrary~~Administrative Agent, ~~it is hereby agreed that no extension~~ for distribution to the Non-Consenting Lenders, the outstanding principal of ~~an Existing Maturity Date~~ their respective Loans and all accrued and unpaid interest thereon and all accrued fees and other amounts then owing to the Non-Consenting Lenders hereunder, (ii) the new Commitments of the Extending Lenders, if any, shall become effective, (iii) the participation obligations hereunder in respect of any outstanding Letters of Credit or Swingline Loans shall be reallocated in accordance with the ~~express terms~~ Commitments in effect after giving effect to the foregoing clauses and (iv) if there are any Loans then outstanding from Consenting Lenders and any new Commitments of ~~this Section, or any amendment or modification of~~ Extending Lenders have become effective (with the ~~terms and conditions of the Commitments and~~ result that the Loans of comprising each Borrowing are not held by the Consenting Lenders ~~effected pursuant thereto~~and Extending Lenders pro rata in accordance with their Commitments), the Borrowers shall give a notice of optional prepayment hereunder in respect of all such outstanding Loans and may (but shall not be required to) give a Borrowing Request hereunder to fund such prepayment. (c) Concurrently with and following the effectiveness of the Maturity Date Extension, the term "Maturity Date", as such term is used herein (except to the extent such term is used in this Section) or under any other Loan Document, shall be deemed to ~~(i) violate~~ mean the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)Extended Maturity Date. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (J C Penney Co Inc)

Extension of Maturity Date. (a) The Parent Borrower may, by delivery of a written request (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly deliver a copy ~~thereof~~ to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the ~~Existing~~ Maturity Date; provided that such request shall be made to all Lenders having the same Maturity Date ~~in accordance with this Section~~on the same terms. ~~Each~~ Such Maturity Date Extension Request shall set forth (iA) ~~specify~~ any changes to interest rate margins, fees or other pricing that will apply to the ~~applicable Class~~ extensions of ~~Commitments and/or Loans hereunder~~ credit by Lenders that elect to ~~be extended, (ii) specify the date~~ agree to ~~which the applicable~~ such Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective Extension Request (which may be ~~prior~~ higher or lower than those that apply before giving effect to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with~~ such Maturity Date Extension Request~~; provided~~ ) and (B) any covenants or other terms that ~~no such changes or modifications requiring approvals pursuant~~ will apply solely to any period after the ~~provisos to Section 9.02(b) shall become effective prior to the Latest~~ latest Maturity Date ~~unless~~ (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 ~~other approvals have been obtained~~Maturity Date Extension Request. In Other than the ~~event a~~ extended Maturity Date and the changes described in clauses (A) and (B) of the immediately preceding sentence, the terms applicable to Lenders that elect to agree to such Maturity Date Extension Request shall ~~have been delivered~~ be identical to those that applied before giving effect thereto. (b) Each Lender shall, by notice to the Parent Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request (or such other date as the Parent Borrower and the Administrative Agent may agree; such date, ~~each applicable Lender shall have~~ the ~~right~~“Extension Date”), ~~but~~ advise the Parent Borrower whether or not ~~the obligation, to agree~~ it agrees to the requested extension ~~of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein~~ (each Lender agreeing to ~~the Maturity Date Extension Request~~ a requested extension being ~~referred to herein as~~ called a “Consenting Lender” ”, and each Lender ~~not agreeing thereto~~ declining to agree to a requested extension being ~~referred to herein as~~ called a “Declining Lender”)~~, which right may be exercised by written notice thereof, specifying~~ . Any Lender that has not so advised the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Parent Borrower and the Administrative Agent ~~following the date on which the Maturity~~ by such Extension Date ~~Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above~~ shall be deemed to have declined to agree to such extension and shall be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such . (c) The Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to ~~such date as shall be specified therein, (ii)~~ the ~~terms and conditions~~ first anniversary of ~~the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in~~ the Maturity Date ~~Extension Request and (iii) such other modifications and amendments hereto specified~~ theretofore in ~~the~~ effect. The decision to agree or withhold agreement to any Maturity Date Extension Request shall ~~(subject~~ be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the 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 ~~approvals (including those~~ in order that, after giving effect to the termination of the ~~Required Lenders) having been obtained) become effective~~Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the Line Cap. (bd) Notwithstanding the ~~foregoing~~foregoing provisions of this Section 2.23, the Parent Borrower shall have the right, ~~in accordance with the provisions of Sections~~ pursuant to Section 2.18(b~~) and 9.04~~), at any time prior to the Existing Maturity Date, to replace a Declining Lender ~~(for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend)~~ with a ~~Lender~~ bank or other financial institution that will agree to ~~such~~ the applicable Maturity Date Extension ~~Request~~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 in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~Lender. (ce) ~~If a~~ Notwithstanding the foregoing provisions of this Section 2.23, no extension of the Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request 2.23 shall become effective ~~hereunder~~ unless, on or promptly following the Extension ~~Effective~~ 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 ~~Maturity Date Extension Request~~extension) and the Administrative Agent shall have received a certificate to that effect dated ~~such date~~ the Extension Date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification Financial Officer of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)Parent Borrower. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (J C Penney Co Inc)

Extension of Maturity Date. (a) ~~The~~ Each Borrower may, ~~by delivery of~~ upon notice (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders or New Lenders under the applicable Facility), request one or more extensions of ~~the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing~~ any Revolver Termination Date, Term Maturity Date or the maturity date for any Additional Facility or Replacement Facility, in each case applicable to any Facility under which it is a Borrower (the Revolver Termination Date, Term Maturity Date or maturity date for such Additional Facility or Replacement Facility applicable ~~Class of Commitments and/or Loans hereunder~~ to ~~be extended (~~such Facility, the “Existing Maturity Date”)~~, request that the Lenders extend the Existing Maturity Date in accordance with this Section~~. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which ~~the applicable~~ such Existing Maturity Date is sought to be ~~extended~~extended (the “New Maturity Date”), (~~iii~~ii) specify the changes, if any, to the ~~Applicable Rate to be applied in determining the~~ interest ~~payable on the Loans of~~rates, floors and margins, commitment and other fees payable ~~hereunder to,~~ to Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or~~ and Loans extended to such ~~new~~ New Maturity Date and the time as of which such changes will become ~~effective (~~effective, which may be prior to the Existing Maturity Date) , and (iviii) specify any other amendments or modifications to this Agreement or the other Loan Documents to be effected in connection with such ~~Maturity Date Extension Request~~extension; provided that (A) no such ~~changes~~ amendments or modifications ~~requiring~~ under clause (iii) that would otherwise require approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 12.1 shall become effective prior to the ~~Latest~~ then latest Revolver Termination Date (in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), unless such other approvals have been obtained. , (B) the Obligations under any such Facility shall rank pari passu in right of payment with the other Loans and Commitments hereunder, (C) the Obligations under any such Facility shall not be guaranteed by any Person other than the Credit Parties that guaranteed the applicable Facility prior to such maturity extension and (D) such Facility shall be secured solely by the Collateral that secured the applicable Facility prior to such maturity extension and such Facility shall be subject to the CAM Exchange (and the holders of Indebtedness or commitments in respect of such Facility shall have become a party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent). (b) In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each Lender under the applicable ~~Lender~~ Facility shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated ~~thereby~~ by the Maturity Date Extension Request on the terms and subject to the conditions set forth therein (each Lender under the applicable Facility agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender under the applicable Facility not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Loans of such Lender under the applicable Facility with respect to which such Lender agrees to the ~~extension of the~~ New Maturity Date, delivered to the applicable Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the applicable Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by ~~the~~ such Borrower (it being understood ~~and agreed~~ that any Lender under such Facility that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender under such Facility elects to extend only a portion of its then existing Commitment ~~and/or Loans~~or Loans under such Facility, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment ~~and/or Loans,~~ and ~~the aggregate principal amount of each Type of~~ Loans ~~of the applicable Class of~~ under such ~~Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~Facility. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ and Loans under such Facility held by them, ~~then, subject to paragraph (d) of this Section,~~ then on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (iw) the Existing Maturity Date of the applicable Commitments ~~and/or~~ and Loans under such Facility shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (iix) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders under such Facility (~~including~~ with respect to maturity, interest rates, floors and margins, commitment and other fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (~~iii~~y) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (become effective, subject to any required approvals under Section 12.1, except that any such other modifications and amendments that do not take effect until the then latest Revolver Termination Date (~~including those~~ in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), shall not require the consent of any Lender other than the Consenting Lenders and (z) to the extent that such Facility is a Revolving Facility and any Commitments or Loans under such Facility are not extended (thereby resulting in an Extended Revolving Facility in respect of the ~~Required Lenders~~Commitments and Loans that are extended), (1) ~~having been obtained~~the borrowing and repayment (except for (A) ~~become effective~~payments of interest and fees at different rates on the Multicurrency Revolving Facility, any Additional Revolving Facility or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility, (B) repayments required upon the Maturity Date of the Multicurrency Revolving Facility, any Additional Revolving Facility or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility and (C) repayments made in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Loans under any Extended Revolving Facility after the Extension Effective Date shall be made on a pro rata basis between the Multicurrency Revolving Facility, any Additional Revolving Facility and any other Replacement Revolving Facility (to the extent they remain outstanding) and the new Extended Revolving Facility, (2) any swing line loans made, or letters of credit issued, as applicable, under any Revolving Facility after the Extension Effective Date shall be made or issued to the extent reasonably practicable on a pro rata basis between the Multicurrency Revolving Facility, any Additional Revolving Facility and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility and (3) the permanent repayment of Loans with respect to, and termination of commitments under, such new Extended Revolving Facility shall be made on a pro rata basis between the Multicurrency Revolving Facility, any Additional Revolving Facility and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility, except that the Borrower under such new Extended Revolving Facility shall be permitted to permanently repay and terminate commitments under such new Extended Revolving Facility on a greater than pro rata basis than any other Revolving Facility that has a later Maturity Date than such Extended Revolving Facility either on the Extension Effective Date or on the date that such Revolving Facility is subsequently incurred after such Extension Effective Date. (bc) Notwithstanding anything herein to the ~~foregoing~~contrary, ~~the Borrower~~ Borrowers shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 3.7 and ~~9.04~~12.8, at any time prior to the Existing Maturity Date, to replace a Declining Lender (~~for the avoidance of doubt,~~ only in respect of that portion of such Lender’s ~~Commitment and/or~~ Commitments and Loans subject to a Maturity Date Extension Request that it such Lender has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ and Loan assigned to and assumed by it on and after the effective time of such replacement. (cd) If a Maturity Date Extension Request has become effective ~~hereunder: (i) solely in~~ hereunder with respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving CommitmentsFacility, on the Existing Maturity Date, the ~~Revolving~~ Commitment and Loans of each Declining Lender under such Facility shall, to the extent not assumed, assigned or transferred as provided in ~~paragraph (b) of this Section~~Section 2.14(b), terminate, and the ~~Borrower~~ Borrowers under such Facility shall repay all the ~~Revolving~~ Loans of each Declining ~~Lender~~Lender under such Facility, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) ~~Notwithstanding~~ This Section 2.14 shall supersede any provision ~~of this Agreement~~ to the ~~contrary~~contrary in this Agreement, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of including Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)12.1. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Ball Corp)

Extension of Maturity Date. (a) ~~The Borrower may, by delivery of a Maturity Date Extension Request~~ Notwithstanding anything to the ~~Administrative Agent~~ contrary in this Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans, and/or all of such Lender’s Revolving Credit Commitments and otherwise modify the terms of such Term Loans, and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have occurred and be continuing at the time the Extension Offer is made to the Lenders; (ii) except as to interest rates, fees and final maturity (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided that, (x) subject to the provisions of Section 2.04(m) and Section 2.05(h) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when a Class of Revolving Credit Commitments is extended such that there exists an Extended Revolving Credit Commitments with a longer maturity date with respect to such original Class, all Swing Line Loans and Letters of Credit of the original Class shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments with respect to such Class in accordance with their Pro Rata Share (and except as provided in Section 2.04(m) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Class of Revolving Credit Commitments) of Extended Revolving Credit Loans after the applicable Extension date shall be made on a pro rata basis with the original Class of Revolving Credit Commitments as to which such Extended Revolving Credit Commitments relate and (z) at no time shall there be Revolving Credit Commitments hereunder that have more than three different maturity dates; (iii) subject to immediately succeeding clauses (iv), (v) and (vi), the other terms of the Term Loans (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions) of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans” shall be as agreed between the Borrower and such Lenders (and for the avoidance of doubt, no consent of the Administrative Agent ~~following~~ shall be required except to the extent affecting the rights or duties of, or any fees or other amounts payable to, the Administrative Agent); provided that, to the extent any more restrictive covenant is added for the benefit of any Class of Extended Term Loans such covenant (except to the extent only applicable after the latest maturity date ~~on which~~ of the ~~Maturity Date Extension Request shall have been delivered by~~ Facilities) may also be added for the ~~Borrower~~ benefit of all of the Facilities (or, in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and agreed that in each such case, no consent of the Administrative Agent and/or any Lender ~~that shall have failed to exercise such right as set forth above~~ shall be ~~deemed~~ required in connection with any amendment adding such covenant; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Term Loans may participate on a ~~Declining Lender). If~~ pro rata basis, greater than pro rata basis or a ~~Lender elects~~ less than pro rata basis (but not a greater than pro rata basis with respect to ~~extend only~~ any earlier maturing Class of Term Loans without at least a ~~portion~~ pro rata repayment of ~~its then existing Commitment and/or Loans~~any such related earlier maturing Classes) in any mandatory repayments or mandatory prepayments (but on a pro rata basis, ~~it will be deemed for purposes hereof to be~~ greater than pro rata basis or a ~~Consenting Lender~~ less than pro rata basis in ~~respect of such extended portion and a Declining Lender~~ any voluntary prepayments) in respect of the ~~remaining portion of its Commitment and/or Loans~~applicable Term Facility, ~~and~~ in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of ~~each Type of Loans of~~ the ~~applicable~~ Class of ~~such Lender shall be allocated ratably among the extended and non-extended portions of the~~ Term Loans ~~of such Lender based~~ (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments of such ~~Loans so~~ Class, as the case may be, offered to be extended ~~and not extended. If Consenting Lenders shall have agreed~~ by the Borrower pursuant to such ~~Maturity Date~~ Extension ~~Request~~ Offer, then the Term Loans or Revolving Credit Commitments of such Class, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, (vii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and no Lender shall be obligated to extend its Term Loans or Revolving Credit Commitments ~~and/or Loans held~~ unless it so agrees. (b) With respect to all Extensions consummated by ~~them, then, subject~~ the Borrower pursuant to ~~paragraph (d) of~~ this ~~Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”)~~Section 2.18, (i) ~~the Existing Maturity Date~~ such Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of ~~the applicable Commitments and/or Loans shall~~Sections 2.06, ~~as to the Consenting Lenders, be extended to such date as shall be specified therein~~2.07 or 2.08, (ii) the ~~terms and conditions~~ amortization schedules (in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the Extension of the ~~applicable Commitments and/or Loans of the Consenting Lenders~~ relevant Facility and (~~including interest and fees (including Letter of Credit fees~~iii) ~~payable in respect thereof) shall be modified~~ except as set forth in clause (a)(vii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the ~~Maturity Date~~ Borrower may at its election specify as a condition (a “Minimum Extension ~~Request~~ Condition”) to consummating any such Extension that a minimum amount (to be determined and ~~(iii) such other modifications and amendments hereto~~ specified in the ~~Maturity Date~~ relevant Extension ~~Request shall~~ Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (~~subject~~ as applicable) of any or all applicable Class to ~~any required approvals (including those of~~ be tendered. The Administrative Agent and the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior Lenders hereby consent to the ~~Existing Maturity Date~~transactions contemplated by this Section 2.18 (including, ~~to replace a Declining Lender (~~for the avoidance of doubt, ~~only~~ payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or 2.08) or any other Loan Document that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and may otherwise prohibit any such ~~replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed~~ Extension or any other transaction contemplated by ~~it on and after the effective time of such replacement~~this Section 2.18. (c) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect~~ No consent of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any ~~Revolving Loan~~ Lender or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall ~~have received a certificate~~ be required to ~~that effect dated such date and executed by a Responsible Officer.~~ effectuate any Extension, other than (eA) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of ~~all Lenders~~ each Lender agreeing to such Extension with respect to one or ~~all affected Lenders under Section 9.02(b~~more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments (or a portion thereof)~~. (f) The Borrower~~, the ~~Administrative Agent~~ consent of the L/C Issuer and the ~~Consenting Lenders may enter into an amendment~~ Swing Line Lender applicable to such Revolving Credit Commitment (if such L/C Issuer or Swing Line Lender is being requested to issue letters of credit or make swing line loans with respect to the Class of Extended Revolving Credit Commitments), which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement ~~to effect~~ and the other Loan Documents; provided that if such ~~modifications as may be necessary to reflect~~ Indebtedness is secured by a Lien on the ~~terms of any Maturity Date Extension Request~~ Collateral that ~~has become effective in accordance with the provisions of this Section.~~is junior

Appears in 1 contract

Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Appears in 1 contract

Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may,~~ As required by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”10.05(e), (i) the ~~Existing Maturity Date~~ aggregate principal amount of the ~~applicable Commitments and/or~~ Tranche B-1 Term Loans ~~shall~~held by the Extending Lenders, as to amended herein (the ~~Consenting Lenders, be extended~~ “Extended Term Loans”) does not exceed the aggregate principal amount of the Tranche B-1 Term Loans subject to such ~~date as shall be specified therein~~extension, (ii) the ~~terms and conditions~~ Weighted Average Life to Maturity of the ~~applicable Commitments and/or~~ Extended Term Loans is not shorter than the Weighted Average Life to Maturity of the ~~Consenting Lenders~~ Tranche B-1 Term Loans subject to such extension on the Effective Date (~~including interest and fees (including Letter~~ except to the extent of ~~Credit fees~~nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Tranche B-1 Term Loans) ~~payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request~~ and (iii) except with respect to the interest rate, all other terms applicable to the Extended Term Loans are substantially identical to, or less favorable to the Extending Lenders than, those applicable to the Tranche B-1 Term Loans subject to such extension, except to the extent necessary to provide for covenants and other ~~modifications~~ terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such extension. An Extended Term Loan shall be treated as a Tranche B-2 Term Loan for all purposes under the Credit Agreement (including for Section 2.15); provided that the Extended Term Loans (i) shall have a separate CUSIP number from the Tranche B-1 Term Loans and ~~amendments hereto specified~~ the Tranche B-2 Term Loans, (ii) shall amortize in installments as a Tranche B-1 Term Loan prior to the Stated Maturity Date ~~Extension Request~~ for the Tranche B-1 Term Loans (and the Pro Rata Share of such Installments shall be calculated as if such Extended Term Loans were Tranche B-1 Term Loans) and (~~subject to any required approvals (including those~~ iii) may have separate Interest Payment Dates as a result of ~~the Required Lenders) having been obtained) become effective~~different Interest Periods applicable thereto. (b) ~~Notwithstanding the foregoing~~Except as expressly set forth above, the Borrower Representative shall ~~have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior~~ pay to the ~~Existing Maturity Date, to replace a Declining Lender (for~~ Extending Lenders all interest due on the ~~avoidance of doubt, only in respect of that portion of~~ Extended Term Loans as if such ~~Lender’s Commitment and/or~~ Extended Term Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacementwere Tranche B-2 Term Loans. (c) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ On the ~~Revolving Commitments, not later than the Existing Maturity~~ Effective Date, the Borrower Representative shall ~~make prepayments~~ pay to the Extending Lenders all accrued interest due on the Extended Term Loans. Each Extending Lender hereby authorizes the Administrative Agent to cause as soon as practicable and in a manner that minimizes expenses of ~~Revolving~~ the Borrower Representative under Section 2.18 of the Credit Agreement the Interest Payment Dates with respect to the Extended Term Loans to be the same as those applicable to the Tranche B-2 Term Loans and ~~shall provide cash collateral in respect of Letters of Credit in the manner set forth in~~ waives any claim it may have under Section ~~2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments~~ 2.18(c) of the ~~Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of~~ Credit ~~if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount~~ Agreement in connection therewith. In furtherance of the ~~Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~foregoing, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Effective Date, the Borrower Representative shall ~~repay all the Loans of such Class of each Declining Lender,~~ also pay to the ~~extent~~ Term Lenders holding Tranche B-2 Term Loans all accrued interest due on such Tranche B-2 Term Loans ~~shall not have been so purchased, assigned~~ and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the ~~contrary~~Term Lenders holding Tranche B-1 Term Loans (which, ~~it is hereby agreed that no extension~~ for the avoidance of ~~an Existing Maturity Date in accordance with~~ doubt shall exclude the ~~express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i~~Extending Lenders) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all ~~Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect~~ accrued interest due on such ~~modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.~~Tranche B-1

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Fmsa Holdings Inc)

Extension of Maturity Date. ~~(a) The~~ 2.15.1. Each Borrower may, ~~by delivery of~~ upon notice (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders or New Lenders under the applicable Facility), request one or more extensions of ~~the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing~~ any Revolver Termination Date, Term Maturity Date or the maturity date for any Additional Facility or Replacement Facility, in each case applicable to any Facility under which it is a Borrower (the Revolver Termination Date, Term Maturity Date or maturity date for such Additional Facility or Replacement Facility applicable ~~Class of Commitments and/or Loans hereunder~~ to ~~be extended (~~such Facility, the “Existing Maturity Date”)~~, request that the Lenders extend the Existing Maturity Date in accordance with this Section~~. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which ~~the applicable~~ such Existing Maturity Date is sought to be ~~extended~~extended (the “New Maturity Date”), (~~iii~~ii) specify the changes, if any, to the ~~Applicable Rate to be applied in determining the~~ interest ~~payable on the Loans of~~rates, floors and margins, commitment and other fees payable ~~hereunder to,~~ to Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or~~ and Loans extended to such ~~new~~ New Maturity Date and the time as of which such changes will become ~~effective (~~effective, which may be prior to the Existing Maturity Date) , and (iviii) specify any other amendments or modifications to this Agreement or the other Loan Documents to be effected in connection with such ~~Maturity Date Extension Request~~extension; provided that (A) no such ~~changes~~ amendments or modifications ~~requiring~~ under clause (iii) that would otherwise require approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 12.1 shall become effective prior to the ~~Latest~~ then latest Revolver Termination Date (in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), unless such other approvals have been obtained, (B) the Obligations under any such Facility shall rank pari passu in right of payment with the other Loans and Commitments hereunder and (C) the Obligations under any such Facility shall not be guaranteed by any Person other than the Credit Parties that guaranteed the applicable Facility prior to such maturity extension. 2.15.2. In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each Lender under the applicable ~~Lender~~ Facility shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated ~~thereby~~ by the Maturity Date Extension Request on the terms and subject to the conditions set forth therein (each Lender under the applicable Facility agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender under the applicable Facility not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Loans of such Lender under the applicable Facility with respect to which such Lender agrees to the ~~extension of the~~ New Maturity Date, delivered to the applicable Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the applicable Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by ~~the~~ such Borrower (it being understood ~~and agreed~~ that any Lender under such Facility that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender under such Facility elects to extend only a portion of its then existing Commitment ~~and/or Loans~~or Loans under such Facility, it will be deemed for purposes hereof to be a Consenting Lender in respect of such BUSINESS.31606820.2 extended portion and a Declining Lender in respect of the remaining portion of its Commitment ~~and/or Loans,~~ and ~~the aggregate principal amount of each Type of~~ Loans ~~of the applicable Class of~~ under such ~~Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~Facility. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ and Loans under such Facility held by them, ~~then, subject to paragraph (d) of this Section,~~ then on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (iw) the Existing Maturity Date of the applicable Commitments ~~and/or~~ and Loans under such Facility shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (iix) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders under such Facility (~~including~~ with respect to maturity, interest rates, floors and margins, commitment and other fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (~~iii~~y) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (become effective, subject to any required approvals under Section 12.1, except that any such other modifications and amendments that do not take effect until the then latest Revolver Termination Date (~~including those~~ in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), shall not require the consent of any Lender other than the Consenting Lenders in respect of the ~~Required Lenders~~Facility being so extended and (z) ~~having been obtained~~to the extent that such Facility is a Revolving Facility and any Commitments or Loans under such Facility are not extended (thereby resulting in an Extended Revolving Facility in respect of the Commitments and Loans that are extended), (1) ~~become effective~~the borrowing and repayment (except for (A) payments of interest and fees at different rates on any Revolving Facility, any Additional Revolving Credit Commitments or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility, (B) repayments required upon the Revolver Termination Date of the Revolving Facility, any Additional Revolving Credit Commitments or any Replacement Revolving Facility (to the extent that they remain outstanding) and such new Extended Revolving Facility and (C) repayments made in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Loans under any Extended Revolving Facility after the Extension Effective Date shall be made on a pro rata basis between any Revolving Facility, any Additional Revolving Credit Commitments and any other Replacement Revolving Facility (to the extent they remain outstanding) and the new Extended Revolving Facility, (2) any swing line loans made, or letters of credit issued, as applicable, under any Revolving Facility after the Extension Effective Date shall be made or issued to the extent reasonably practicable on a pro rata basis between the Revolving Facility, any Additional Revolving Credit Commitments and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility (to the extent that such facilities have a swing line or letter of credit subfacility) and (3) the permanent repayment of Loans with respect to, and termination of commitments under, such new Extended Revolving Facility shall be made on a pro rata basis between any Revolving Facility, any Additional Revolving Credit Commitments and any Replacement Revolving Facility (to the extent that they remain outstanding) and the new Extended Revolving Facility, except that the Borrower under such new Extended Revolving Facility shall be permitted to permanently repay and terminate commitments under such new Extended Revolving Facility, the Revolving Facility, any Additional Revolving Credit Commitments or any Replacement Revolving Facility on a greater than pro rata basis than any other Revolving Facility that has a later Revolver Termination Date than such Extended Revolving Facility either on the Extension Effective Date or on the date that such Revolving Facility is subsequently incurred after such Extension Effective Date. ~~(b)~~ 2.15.3. Notwithstanding anything herein to the ~~foregoing~~contrary, ~~the Borrower~~ Borrowers shall have the right, in accordance with the provisions of Sections ~~2.18(b) and 9.04~~3.7, at any time prior to the Existing Maturity Date, to replace a Declining Lender as if it were a Replaced Lender (~~for the avoidance of doubt,~~ only in respect of that portion of such Lender’s ~~Commitment and/or~~ Commitments and Loans subject to a Maturity Date Extension Request that it such Lender has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, BUSINESS.31606820.2 and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ and Loan assigned to and assumed by it on and after the effective time of such replacement. ~~(c)~~ 2.15.4. If a Maturity Date Extension Request has become effective ~~hereunder: (i) solely in~~ hereunder with respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving CommitmentsFacility, on the Existing Maturity Date, the ~~Revolving~~ Commitment and Loans of each Declining Lender under such Facility shall, to the extent not assumed, assigned or transferred as provided in ~~paragraph~~ Section 2.15(b) or (~~b) of this Section~~c), terminate, and the ~~Borrower~~ Borrowers under such Facility shall repay all the ~~Revolving~~ Loans of each Declining ~~Lender~~Lender under such Facility, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder~~, it being understood and agreed that, subject to satisfaction of the conditions set forth in~~ . 2.15.5. This Section ~~4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings~~ 2.15 shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, supersede any provision to the ~~extent such Loans shall not have been so purchased~~contrary in this Agreement, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in including Section ~~4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~12.1. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Sixth Amendment (Crown Holdings, Inc.)

Extension of Maturity Date. If no Default or Potential Default exists, then Borrowers may request a one-year extension of the Maturity Date by making such request in writing (an "EXTENSION REQUEST") to Administrative Agent between one hundred and fifty (150) and ninety (90) days prior to the original Maturity Date. The original Maturity Date shall be extended for one (1) year only if (a) ~~The Borrower may, by delivery of a Maturity Date Extension Request to the~~ Administrative Agent and each Lender consent in writing to such extension within thirty (~~which shall promptly deliver a copy thereof to each~~ 30) days following the receipt of the ~~Lenders~~Extension Request, and (b) ~~not less than ten days (or such shorter period as agreed~~ Borrowers pay to ~~by the~~ Administrative Agent~~) prior to the then existing Maturity Date~~ , for the ~~applicable Class~~ account of ~~Commitments and/or Loans hereunder~~ Lenders, the extension fee set forth in SECTION 3.20(E). The failure to ~~be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date~~ respond by Administrative Agent or any Lender to an Extension Request shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder~~ be deemed to be ~~extended~~a denial of such consent by such Person. If Lenders having a Pro Rata Share of at least sixty-six and two-thirds percent (662/3%) consent to such extension (such Lenders being "CONSENTING LENDERS" and the Lenders not consenting being "NON-CONSENTING LENDERS"), ~~(ii) specify~~ then the ~~date to which the applicable~~ original Maturity Date ~~is sought to~~ shall be ~~extended, (iii) specify the changes, if any,~~ extended as to the ~~Applicable Rate to be applied in determining~~ Consenting Lenders. In such event, Borrowers may, on or before the ~~interest payable on~~ original Maturity Date, effect one or more assignments from the ~~Loans of, and fees payable hereunder to,~~ Non-Consenting Lenders ~~(as defined below) in respect of that portion of their Commitments and/or Loans extended~~ to ~~such~~ a new ~~Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments~~ Lender or ~~modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals~~ Lenders pursuant to ~~the provisos to Section 9.02(b)~~ SECTION 13.11 who shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees also consent to the extension of the Maturity Date~~, delivered~~ . Any such assignment to a new Lender or Lenders shall be subject to the ~~Borrower (with a copy~~ payment to the ~~Administrative Agent) not later than~~ assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any Funding Loss payable under SECTION 3.18 as a ~~day~~ result of such payment to ~~be agreed upon~~ the assigning Lender by the ~~Borrower and the~~ assignee Lender. Administrative Agent ~~following~~ agrees to exercise its reasonable best efforts to assist Borrowers in identifying prospective assignees of the ~~date~~ Non-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. Any Non-Consenting Lender shall, on ~~which~~ the original Maturity Date ~~Extension Request shall have been delivered by~~ (or, if earlier, the ~~Borrower (it being understood and agreed that~~ effective date of any assignment to another Lender ~~that shall have failed to exercise such right as set forth above shall be deemed~~ described above), cease to be a ~~Declining Lender)~~"LENDER" for purposes of this Agreement, PROVIDED THAT Borrowers shall continue to be obligated to such Lender under SECTION 7.12 with respect to Indemnified Liabilities (as defined in SECTION 7.12) arising prior to such date. If ~~a Lender elects~~ Borrowers fail to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of effect assignments from the ~~remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non~~Non-~~extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If~~ Consenting Lenders ~~shall have agreed~~ to ~~such~~ a new Lender or Lenders, then Borrowers may elect to not extend the original Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date~~”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall~~, as provided herein, by giving Administrative Agent written notice thereof at least five (5) days prior to the ~~Consenting Lenders~~original Maturity Date. In such event, Borrowers shall not be ~~extended~~ required to ~~such date as shall be specified therein, (ii)~~ pay the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as extension fee set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(bSECTION 3.20(E). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Innkeepers Usa Trust/Fl)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders), request one or more extensions of the maturity date applicable to the maturity date applicable to the Term Loans ~~hereunder~~ or New Term Loans, as applicable, of a given Class (each, an “Existing Term Loan Tranche”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans or New Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request shall~~ Within 15 Business Days of delivery of such notice (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Term Lender or New Term Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or New Term Lender’s, as applicable, sole and absolute discretion). Any Term Lender or New Term Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Term Lenders and/or the New Term Lenders of such Term Lenders’ or the New Term Lenders’ responses, as applicable. (b) The maturity date applicable to any Class of Term Loans or New Term Loans, as applicable, shall be extended (such Term Loans so extended, the “Extended Term Loans”) only with respect to such Existing Term Loan Tranche, as applicable, held by such Term Lenders or New Term Lenders, as applicable, that have consented thereto (the Term Lenders or New Term Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or New Term Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans or New Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.16(a) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or New Term Loans (such ~~Lender~~ maturity date for the Term Loans or New Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall ~~be allocated ratably among~~ promptly confirm to the ~~extended~~ applicable Extending Term Lenders and ~~non~~Non-~~extended portions of the Loans of~~ Extending Term Lenders such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themextension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five (5) different maturity dates; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term Loans held by the Non-Extending Term Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date, signed by a Senior Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 8 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Term Loan Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date. (c) Notwithstanding anything to the contrary herein, (i) the ~~Existing Maturity Date of~~ Borrower and/or the ~~applicable Commitments and/or Loans shall~~Extending Term Lenders shall have the right to appoint successor syndication agents or co- documentation agents, as in each case, to replace any such person that does not consent to continue its respective obligations and duties under the ~~Consenting Lenders, be extended to such date as shall be specified therein,~~ Credit Documents in connection with an extension under this Section 2.16 and (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Term Lender, and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ w) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent, ~~only in respect~~ which consent(s) shall not unreasonably be withheld or delayed, (x) each Non-Extending Term Lender shall have received payment of ~~that portion~~ an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (y) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 14.07(b), and (z) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (c) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Term Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining an Extending Term Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~terms of Section 14.01, 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 Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fc) ~~The Borrower,~~ above) to enter into any amendments (an “Extension Amendment”) to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Class of Term Loans or New Term Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section~~Section 2.16.

Appears in 1 contract

Sources: Refinancing Amendment (MRC Global Inc.)

Extension of Maturity Date. (a) The ~~Borrower~~ Borrowers may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each Bank of the ~~Lenders~~relevant Class) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the ~~Lenders~~ Banks of such Class extend the Existing Maturity Date with respect to such Class in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date with respect to such Class is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting ~~Lenders (as defined below)~~ Banks in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring other approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 9.5 shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Borrowers, each Bank of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each ~~Lender~~ Bank agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting ~~Lender~~Bank” and each ~~Lender~~ Bank not agreeing thereto being referred to herein as a “Declining ~~Lender~~Bank”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such ~~Lender~~ Class of such Bank with respect to which such ~~Lender~~ Bank agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Borrowers and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Borrowers (it being understood and agreed that any ~~Lender~~ Bank that shall have failed to exercise such right as set forth above ~~shall~~ shall, with respect to such Class, be deemed to be a Declining ~~Lender~~Bank). If a ~~Lender~~ Bank elects to extend only a portion of its then existing Commitment and/or ~~Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting ~~Lender~~ Bank in respect of such extended portion and a Declining ~~Lender~~ Bank in respect of the remaining portion of its Commitment and/or ~~Loans~~Loans of such Class, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such ~~Lender~~ Bank shall be allocated ratably among the extended and non-extended portions of the Loans of such ~~Lender~~ Bank based on the aggregate principal amount of such Loans so extended and not extended. If a Consenting ~~Lenders~~ Bank shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ or Loans of a Class held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or~~ or Loans shall, as to the Consenting ~~Lenders~~Banks, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting ~~Lenders~~ Banks (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including those of the Required Lenders)~~ having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Borrowers shall have the right, in accordance with the provisions of ~~Sections 2.18(b) and 9.04~~Section 9.6, at any time prior to the Existing Maturity Date, to replace a Declining ~~Lender~~ Bank (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Bank’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a ~~Lender~~ Bank or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement ~~Lender~~ Bank shall for all purposes constitute a Consenting ~~Lender~~ Bank in respect of the Commitment ~~and/or~~ or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely~~ Solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall jointly and severally make prepayments of Revolving Loans (including Swingline Loans) and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.18(i), such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting ~~Lenders~~ Banks extended pursuant to this Section (and the ~~Borrower~~ Borrowers shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving Commitment~~ Commitments of each Declining ~~Lender~~ Bank with respect to such Class shall, to the extent not assumed, assigned or transferred as provided in paragraph (b2.22(b) of this Section, terminate, and the ~~Borrower~~ Borrowers shall repay all the ~~Revolving~~ Loans of such Class of each Declining ~~Lender~~Bank, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining ~~Lender~~ Bank hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~3.2, any such repayments of Revolving Borrowings may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting ~~Lenders~~Banks, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting ~~Lenders~~ Banks in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder ~~unless~~unless (A) with respect to a Maturity Date Extension Request in respect of Revolving Commitments, the Consenting Banks hold a majority of the then outstanding Revolving Commitments, (B) with respect to a Maturity Date Extension Request in respect of Term Loans, the Consenting Banks hold a majority of the then outstanding Term Loans and (C) in either case, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 3.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of Allegion plc. (eiv) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date with respect to any Class in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments ~~and the~~ or Loans of the Consenting ~~Lenders~~ Banks effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of~~ Section ~~2.07(c) or Section 2.17(b) or 2.17(c~~2.21(a) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all ~~Lenders~~ Banks or all affected ~~Lenders~~ Banks or all affected Banks of a Class under Section ~~9.02(b)~~9.5. (fv) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting ~~Lenders~~ Banks may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Allegion PLC)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders and the Issuing Banks) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders and the Issuing Banks extend the Existing Maturity Date in accordance with this Section; provided that the Borrower may not make more than two Maturity Date Extension Requests during the term of this Agreement. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then-scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~10.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but~~ right to agree or not ~~the obligation, to~~ agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of ~~the~~ its Commitment ~~and/or Loans~~ and, if such Lender (or a designated Affiliate of such ~~Lender~~ Lender) is then serving as an Issuing Bank, its (or its designated Affiliate’s) Issuing Bank Sublimit, with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ (x) that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) that, in the case of any Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank, (I) the Issuing Bank Sublimit of such Lender (or such designated Affiliate) shall not be extended in connection with an extension of such Lender’s Commitments unless so specified by such Lender (or such designated Affiliate), in its capacity as Issuing Bank, in such written notice to the Borrower and (II) for purposes of Section 2.4(a), the “Maturity Date” applicable to Letters of Credit of an Issuing Bank that has not extended its Issuing Bank Sublimit will be the Maturity Date in respect of such Letter of Credit Sublimit that has not been extended). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained, except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become ~~effective~~effective and (iv) in the case of any Consenting Lender then serving (or whose designated Affiliate is then serving) as an Issuing Bank that shall not have agreed to extend the Existing Maturity Date with respect to its Issuing Bank Sublimit, or shall have agreed to extend the Existing Maturity Date with respect to less than the entire amount of its Issuing Bank Sublimit, such Issuing Bank shall not have the obligation to issue, amend, extend or increase Letters of Credit following the Extension Effective Date, if after giving effect to any such issuance, amendment, extension or increase, the Letter of Credit Usage attributable to Letters of Credit issued by such Issuing Bank that have a stated expiration date after the date that is five days prior to the Existing Maturity Date with respect to the non-extended portion of its Issuing Bank Sublimit would exceed the extended portion (if any) of such Issuing Bank Sublimit. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~Article IX, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, the Borrower shall prepay the proportionate part of the outstanding Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new ~~Revolving~~ Borrowings made simultaneously with such repayments by the Consenting Lenders, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 4.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~10.2(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Revolving Credit and Guaranty Agreement (DoorDash Inc)

Extension of Maturity Date. Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof: (a) ~~The Borrower may, by delivery~~ the entire aggregate principal amount of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) ~~specify~~ the ~~applicable Class~~ Existing Revolving Credit Loans of ~~Commitments and/or~~ each Revolving Credit Lender that delivers an executed signature page to this Amendment (each such Lender, an “Extending Lender”) is hereby re-classified as the Tranche B Revolving Credit Loans ~~hereunder to be extended~~(as defined in the Credit Agreement) with the same aggregate principal amount as the Existing Revolving Credit Loans of such Extending Lenders, (ii) ~~specify~~ the ~~date~~ Existing Revolving Credit Loans of each Revolving Credit Lender that does not deliver an executed signature page to ~~which~~ this Amendment (each such Lender, a “Non-Extending Lender”) is hereby re-classified as the ~~applicable Maturity Date is sought to be extended~~Tranche A Revolving Credit Loans (as defined in the Credit Agreement) with the same aggregate principal amount as the Existing Revolving Credit Loans of such Non-Extending Lenders, (iii) ~~specify~~ the ~~changes, if any, to~~ Existing Revolving Credit Commitments of each Extending Lender is hereby re-classified as the ~~Applicable Rate to be applied~~ Tranche B Revolving Credit Commitments (as defined in ~~determining~~ the ~~interest payable on~~ Credit Agreement) with the ~~Loans of,~~ same aggregate principal amount as the Existing Revolving Credit Commitments of such Extending Lenders and ~~fees payable hereunder to, Consenting Lenders~~ (iv) the Existing Revolving Credit Commitments of each Non-Extending Lender is hereby re-classified as the Tranche A Revolving Credit Commitments (as defined in the Credit Agreement) with the same aggregate principal amount as the Existing Revolving Credit Commitments of such Non-Extending Lenders. On the Amendment No. 5 Effective Date (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications ), after giving effect to this ~~Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to~~ Amendment, the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum aggregate principal amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, Tranche A Revolving Credit Commitments and the aggregate principal amount of ~~each Type of Loans of~~ the ~~applicable Class of such Lender~~ Tranche B Revolving Credit Commitments shall be ~~allocated ratably among the extended and non-extended portions of the Loans of such Lender based~~ as set forth on ~~the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have~~ Schedule I hereto; and (b) it is agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), that (i) the ~~Existing Maturity Date of the applicable~~ Tranche A Revolving Credit Commitments ~~and/or Loans shall, as to the Consenting Lenders, be extended to such date as~~ shall be ~~specified therein~~deemed to be an “Existing Revolver Tranche”, (ii) the ~~terms and conditions of the applicable~~ Tranche B Revolving Credit Commitments ~~and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof)~~ shall be ~~modified as set forth in the Maturity Date Extension Request~~ deemed to be “Extended Revolving Credit Commitments” and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments, not later than~~ Credit Lenders under the ~~Existing Maturity Date, the Borrower~~ Tranche B Revolving Credit Facility party hereto shall ~~make prepayments of~~ be deemed to be “Extending Revolving ~~Loans and shall provide cash collateral in respect of Letters of~~ Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferredLenders”, in each case ~~together with accrued~~ under and ~~unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth~~ as defined in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving LendersCredit Agreement. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Change Healthcare Holdings, Inc.)

Extension of Maturity Date. Not earlier than 60 days and not later than 45 days prior to the existing Maturity Date, the Borrower may request in writing that the Lender extend the Maturity Date for an additional period of time to be mutually agreed upon by the parties. The Lender, in its sole discretion, may agree to extend or decline to extend the Maturity Date; provided, however, that if the Lender does not respond in writing to such request from the Borrower 30 days prior to the existing Maturity Date, then the Borrower's request for an extension shall be deemed to have been denied by the Lender. ARTICLE III. EXPORT-RELATED BORROWING BASE, EXPORT CONTRACTS AND DOMESTIC CONTRACTS SECTION 3.01. EXPORT-RELATED BORROWING BASE MATTERS. (a) The Export-Related Borrowing Base and the asset values and credit margins incorporated therein shall be used solely for the purposes of this Agreement and the credit facilities provided by the Lender to the Borrower ~~may~~hereunder and shall not prejudice the Lender's right to allege and prove in any bankruptcy, insolvency or other similar proceeding involving Borrower a different value of the assets of the Borrower nor shall they be construed to be an admission by the Lender as to what collateral levels would adequately protect its interests in any such bankruptcy, insolvency or other similar proceeding involving Borrower. (b) With respect to all Export-Related Accounts Receivable, Borrower represents and warrants to Lender that Lender may rely, in determining which Export-Related Accounts Receivable are Eligible Export-Related Accounts Receivable, on all statements and representations made by Borrower with respect to any Export-Related Accounts Receivable, and, unless otherwise indicated in writing to Lender, that with respect to each Export-Related Account Receivable: (i) It is genuine and in all respects what it purports to be, and it is not evidenced by a note, instrument or judgment; (ii) It arises out of a bona fide sale and delivery of ~~a Maturity Date Extension Request to~~ goods or rendition of services by Borrower in the ~~Administrative Agent (which shall promptly deliver a copy thereof to each~~ ordinary course of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date its business and is due and owing in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the related contract between the Borrower and the applicable ~~Commitments and/or Loans of the Consenting Lenders (including interest~~ Account Debtor and ~~fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and~~ all purchase orders or other documents relating thereto; (iii) ~~such other modifications~~ It is for a liquidated amount payable in U.S. Dollars and ~~amendments hereto specified~~ is due as stated in the ~~Maturity Date Extension Request shall~~ duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Lender; (iv) Such Export-Related Account Receivable, and Lender's security interest therein, is not, and will not be in the future, subject to any ~~required approvals~~ offset, Lien (~~including those~~ other than in favor of Lender), deduction, defense, dispute, or counterclaim except for disputes where the amount in controversy is deemed by Lender to be immaterial, and each such Export-Related Account Receivable is absolutely owing to Borrower and is not contingent in any material respect; (v) Borrower has made no agreement with any Account Debtor for any deduction therefrom, except discounts or allowances which are granted by Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the ~~Required Lenders) having been obtained) become effective.~~net amount of each respective invoice related thereto; (bvi) ~~Notwithstanding~~ There are no facts, events or occurrences which in any way impair the ~~foregoing~~validity or enforceability thereof or tend to reduce the amount payable thereunder from the net face amount of the invoice and statements delivered to Lender with respect thereto; and (vii) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectability of such Export-Related Account Receivable, ~~the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b)~~ and ~~9.04, at any time prior~~ to the ~~Existing Maturity Date, to replace a Declining Lender (for~~ best of Borrower's knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in the ~~avoidance of doubt, only in respect of that portion~~ collectability of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacementExport-Related Account Receivable. (c) ~~If a Maturity Date Extension Request has become effective hereunder:~~Borrower shall keep accurate and complete records of all Accounts Receivable and all payments and collections thereon. (id) ~~solely~~ Borrower shall cause all Accounts Receivable to be directly paid to or deposited in ~~respect of~~ a ~~Maturity Date Extension Request that has become effective in respect~~ depository account with Lender. Without limiting the generality of the ~~Revolving Commitments~~foregoing sentence, ~~not later than~~ all Accounts Receivable related to Export Contracts must be directly paid to or deposited in the ~~Existing Maturity Date,~~ Lender's Account. Lender agrees that it will remit funds from the Lender's Account to an unrestricted account of the Borrower ~~shall make prepayments~~ maintained with Lender upon the request of ~~Revolving Loans~~ Borrower unless and ~~shall provide cash collateral in respect~~ until: (1) a Default or Event of ~~Letters~~ Default has occurred and is continuing or (2) Lender reasonably believes based on information available to it that an outstanding Letter of Credit may be presented for drawing under a particular Export Contract. Upon an Event of Default, Lender may in its discretion apply all amounts in any deposit account maintained with Lender against the Obligations in the manner set forth in ~~Section 2.04(i)~~this Agreement. Lender has no duty to protect, ~~such that~~insure, ~~after giving effect~~ collect or realize upon the Accounts Receivable or preserve rights in them. (e) With respect to Export-Related Inventory, Borrower represents and warrants to Lender that Lender may rely, in determining which item or items of Export-Related Inventory constitute Eligible Export-Related Inventory, on all statements and representations made by Borrower with respect to such ~~prepayments~~ Inventory and, unless otherwise indicated in writing to Lender, that: (i) Such Export-Related Inventory is presently and ~~such provision~~ will continue to be located at Borrower's places of ~~cash collateral,~~ business listed in the ~~Aggregate Revolving Exposure as of such date~~ Security Agreement and will not ~~exceed~~ be removed therefrom except as authorized by the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended)Security Agreement; (ii) ~~solely in respect of~~ Such Export-Related Inventory is not now, nor shall such Export-Related Inventory at any time or times hereafter be, stored with a ~~Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~bailee, ~~on the Existing Maturity Date~~warehouseman or similar party without Lender's prior written consent and, ~~the Revolving Commitment of each Declining~~ if Lender ~~shall~~gives such consent, Borrower will concurrently therewith cause any such bailee, warehouseman, or similar party to ~~the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate,~~ issue and ~~the Borrower shall repay all the Revolving Loans of each Declining~~ deliver to Lender, in form and substance reasonably acceptable to ~~the extent such Loans shall not have been so purchased~~Lender, ~~assigned and transferred,~~ warehouse receipts therefor in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving CommitmentsLender's name; and (iii) ~~solely~~ Such Export-Related Inventory is not now, nor shall such Export-Related Inventory at any time or times hereafter be, delivered by or on behalf of Borrower to any third party for the purpose of being processed by such third party without Lender's prior written consent and, if Lender gives such consent, Borrower will concurrently therewith cause such third party to agree in ~~respect~~ writing in favor of Lender (which agreement must be in form and substance satisfactory to Lender) that such third party will not assert any processor's or other Lien against such Export-Related Inventory, that such third party acknowledges that Lender holds a ~~Maturity Date Extension Request that has become effective~~ first-priority and perfected security interest in ~~respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of~~ such ~~Class of each Declining Lender,~~ Export-Related Inventory pursuant to the ~~extent~~ Security Agreement, and that such ~~Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing~~ third party will turn such Export-Related Inventory over to ~~such Declining~~ Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lendersupon Lender's request therefor. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Lynch Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 180 days (or such shorter period as may be agreed to by the Administrative ~~Agent~~Agent in its sole discretion) prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable~~ Loans or Commitments of any Class ~~of Commitments and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.15. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their Commitments ~~and/or~~ (and related Loans) or Incremental Term Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 10.01 shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Incremental Term Loans of the relevant Class of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ or Incremental Term Loans of the relevant Class held by them, then, subject to paragraph (d) of this ~~Section~~Section and subject to, in the case of any requested extension of any Revolving Commitments or Incremental Revolving Commitments, the receipt of the consent of Consenting Lenders in respect of Credit Exposures and unused Revolving Commitments and Incremental Revolving Exposures and unused Incremental Revolving Commitments representing more than 50% of the sum of the aggregate Credit Exposures and unused Aggregate Revolving Commitments and Incremental Revolving Exposures and unused Incremental Revolving Commitments at such time, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Class of Commitments ~~and/or~~ or Incremental Term Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 3.06 and ~~9.04~~10.06, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or~~ Commitments or Incremental Term Loans of a Class subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or~~ or Incremental Term Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, : (i) the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of ~~each Declining Lender, to~~ the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such applicable Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, ~~it being understood and agreed that, subject to satisfaction~~ the Commitment or Loans of the ~~conditions~~ applicable Class of any Consenting Lender shall, to the extent the amount of such Commitment or Loans exceeds the amount set forth in ~~Section 4.02~~the notice delivered by such Lender pursuant to paragraph (a) of this Section, ~~such repayments may~~ be ~~funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments~~ permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Loans of the relevant Class of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date); and (ii) in the case of an Existing Maturity Date applicable to Revolving Commitments or Incremental Revolving Commitments, the Borrower shall make such other prepayments of Loans of the applicable Class pursuant to Section 2.04 as shall be required in order that, after giving effect to the termination and permanent reductions of the Commitments of Declining Lenders of such Class pursuant to clause (i) above, and all payments to such Declining Lenders, the aggregate credit exposures of such Class do not exceed the aggregate Commitments of such Class. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 5.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.15, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders of any Class effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or~~ any ~~other~~ provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b)~~10.01. (f) The ~~Borrower,~~ Borrower and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Lenders and become effective in accordance with the provisions of this ~~Section~~Section 2.15.

Appears in 1 contract

Sources: Fourth Amendment Agreement (TPG Partners, LLC)

Extension of Maturity Date. (a) ~~The~~ Notwithstanding anything to the contrary in this Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”) made from time to time by the Borrower ~~may~~to all Lenders holding Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of all or a portion of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by ~~delivery~~ changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and any Extended Term Loans shall constitute a ~~Maturity Date~~ separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) [reserved]; (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension ~~Request~~ Offer), the Revolving Credit Commitment of any Lender that agrees to an extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms (or terms not materially less favorable to existing Lenders, taken as a whole) as the original Revolving Credit Commitments (and related outstandings); provided, that (x) subject to the provisions of Section 2.05(f) and Section 2.04(m) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Extended Revolving Credit Commitments in accordance with their Revolver Percentages (and except as provided in Section 2.05(f) and Section 2.04(m), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitments of any Tranche) of Extended Revolving Loans after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments and (z) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments, any commitments with respect to any Commitment Increase and any original Revolving Credit Commitments) that have more than three different maturity dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the other terms of the Term Loans of any Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall, if not substantially consistent with the terms of the applicable Term Loan Tranche prior to such Extension, be reasonably satisfactory to the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Loan Tranche prior to such Extension which are applicable only after the maturity date of such Tranche are reasonably satisfactory to the Administrative Agent); (iv) (A) the final maturity date of any Extended Term Loans shall ~~promptly deliver a copy thereof~~ be no earlier than the Term Maturity Date; (v) the Weighted Average Life to ~~each~~ Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the ~~Lenders~~Term Loans extended thereby; (vi) ~~not~~ any Extended Term Loans may participate on a pro rata basis or a less than ~~ten days~~ pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments in respect of the applicable Term Facility, in each case as specified in the respective Extension Offer; (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (viii) all documentation in respect of such Extension (including the Extension Amendment) shall be consistent with the foregoing; and (ix) no Lender shall be obligated to agree to an Extension Offer and the determination to agree to an Extension shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such Extension Offer shall not be deemed an acceptance or agreement to provide an Extension. (b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or commitment reductions for purposes of Sections 2.06, 2.07 or 2.08, (ii) the amortization schedules (in so far as such schedule affects payments due to Lenders participating in the relevant Facility) set forth in Section 2.08 shall be adjusted to give effect to the Extension of the relevant Facility and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided, that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Tranches to be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.07 or 2.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments (or a portion thereof), the consent of the L/C Issuer and the Swing Line Lender, which consent shall not be unreasonably withheld or delayed. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Tranches or sub-Tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.18. In addition, if so provided in such amendment and with the consent of the L/C Issuer, participants in Letters of Credit expiring on or after the latest maturity date (but in no event later than the date that is five Business Days prior to the Revolver Maturity Date) in respect of the Revolving Credit Commitments shall be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any mortgage entered into in accordance with Section 6.13 that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the ~~then existing Maturity Date for the applicable Class of Commitments and/or Loans~~ credit facilities hereunder ~~to be extended (the “Existing Maturity Date”~~after such Extension), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, ~~to the Applicable Rate to~~ as may be ~~applied in determining the interest payable on the Loans of~~established by, ~~and fees payable hereunder~~ or acceptable to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case ~~together with accrued and unpaid interest and all fees and other amounts owing~~ acting reasonably to ~~such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of~~ accomplish the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision purposes of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)2.18. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Black Knight, Inc.)

Extension of Maturity Date. (a) The ~~Borrower~~ Borrowers may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each Bank of the ~~Lenders~~relevant Class) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the ~~Lenders~~ Banks of such Class extend the Existing Maturity Date with respect to such Class in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date with respect to such Class is sought to be extended, (~~iii) specify~~ ii)specify the changes, if any, to the Applicable ~~Rate~~ Margin to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting ~~Lenders (as defined below)~~ Banks in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring other approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 9.5 shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Borrowers, each Bank of the applicable ~~Lender~~ Class shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each ~~Lender~~ Bank agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting ~~Lender~~Bank” and each ~~Lender~~ Bank not agreeing thereto being referred to herein as a “Declining ~~Lender~~Bank”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such ~~Lender~~ Class of such Bank with respect to which such ~~Lender~~ Bank agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Borrowers and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Borrowers (it being understood and agreed that any ~~Lender~~ Bank that shall have failed to exercise such right as set forth above ~~shall~~ shall, with respect to such Class, be deemed to be a Declining ~~Lender~~Bank). If a ~~Lender~~ Bank elects to extend only a portion of its then existing Commitment and/or ~~Loans~~Loans of the applicable Class, it will be deemed for purposes hereof to be a Consenting ~~Lender~~ Bank in respect of such extended portion and a Declining ~~Lender~~ Bank in respect of the remaining portion of its Commitment and/or ~~Loans~~Loans of such Class, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such ~~Lender~~ Bank shall be allocated ratably among the extended and non-extended portions of the Loans of such ~~Lender~~ Bank based on the aggregate principal amount of such Loans so extended and not extended. If a Consenting ~~Lenders~~ Bank shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ or Loans of a Class held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or~~ or Loans shall, as to the Consenting ~~Lenders~~Banks, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting ~~Lenders~~ Banks (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including those of the Required Lenders)~~ having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Borrowers shall have the right, in accordance with the provisions of ~~Sections 2.18(b) and 9.04~~Section 9.6, at any time prior to the Existing Maturity Date, to replace a Declining ~~Lender~~ Bank (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Bank’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a ~~Lender~~ Bank or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement ~~Lender~~ Bank shall for all purposes constitute a Consenting ~~Lender~~ Bank in respect of the Commitment ~~and/or~~ or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely~~ Solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving ~~Commitments~~Commitments of any Class, not later than the fifth Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall jointly and severally make prepayments of Revolving Loans of the applicable Class (including, in the case of prepayments of Dollar Revolving Loans, Swingline Loans) and shall provide cash collateral in respect of Letters of Credit of such Class in the manner set forth in Section ~~2.04(i~~2.18(i), such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ Revolving Exposure with respect to such Class as of such date will not exceed the aggregate Revolving Commitments of such Class of the Consenting ~~Lenders~~ Banks extended pursuant to this Section (and the ~~Borrower~~ Borrowers shall not be permitted thereafter to request any Revolving Loan of such Class or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ Revolving Exposure with respect to such Class would exceed the aggregate amount of the Revolving Commitments of such Class so extended); (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving Commitment~~ Commitments of each Declining ~~Lender~~ Bank with respect to such Class shall, to the extent not assumed, assigned or transferred as provided in paragraph (b2.22(b) of this Section, terminate, and the ~~Borrower~~ Borrowers shall repay all the ~~Revolving~~ Loans of such Class of each Declining ~~Lender~~Bank, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining ~~Lender~~ Bank hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section ~~4.02~~3.2, any such repayments of Revolving Borrowings may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting ~~Lenders~~Banks, which such ~~Revolving~~ Borrowings shall be made ratably by the Consenting ~~Lenders~~ Banks in accordance with their extended Revolving ~~Commitments~~Commitments of the applicable Class; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder ~~unless~~unless (A) with respect to a Maturity Date Extension Request in respect of Revolving Commitments of any Class, the Consenting Banks hold a majority of the then outstanding Revolving Commitments of such Class, (B) with respect to a Maturity Date Extension Request in respect of Term Loans, the Consenting Banks hold a majority of the then outstanding Term Loans and (C) in either case, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 3.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension ~~Request~~Request with respect to such Class) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of Allegion plc. (eiv) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date with respect to any Class in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments ~~and the~~ or Loans of the Consenting ~~Lenders~~ Banks effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence of~~ Section ~~2.07(c) or Section 2.17(b) or 2.17(c~~2.21(a) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all ~~Lenders~~ Banks or all affected ~~Lenders~~ Banks or all affected Banks of a Class under Section ~~9.02(b)~~9.5. (fv) The ~~Borrower~~Borrowers, the Administrative Agent and the Consenting ~~Lenders~~ Banks may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Allegion PLC)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then-existing Maturity Date unless such other approvals have been obtained. For the avoidance of doubt, any such request to extend the Maturity Date shall constitute a request to extend the Maturity Date with respect to both the US Dollar Revolving Commitment and the Multicurrency Revolving Commitment. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such ~~Lender~~ L▇▇▇▇▇ agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its ~~then~~ then-existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals pursuant to Section 9.2(b) (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Multicurrency Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate Multicurrency Revolving Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, (x) the ~~Aggregate~~ aggregate Multicurrency Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the Multicurrency Revolving Commitments so extended or (y) the aggregate US Dollar Revolving Credit Exposures outstanding would exceed the aggregate amount of the US Dollar Revolving Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments of the applicable Class or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Lead Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may~~WBA may extend the Maturity Date with respect to one or multiple Tranches for additional periods of 364 days or eighteen months (in each case, a “Maturity Date Extension”), by ~~delivery~~ providing written notice of ~~a Maturity Date Extension Request~~ such request to the Administrative Agent ~~(which shall promptly deliver a copy thereof to each of the Lenders)~~ not more than 90 days and not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the Maturity Date for the applicable Tranche then in effect (such anniversary of the applicable Maturity Date, the “Extension Date”). The Administrative Agent shall promptly notify each Lender under the applicable Tranche of such request and each Lender under the applicable Tranche shall then, in its sole discretion, notify WBA and the Administrative Agent in writing within 10 Business Days after such request whether such Lender will consent to the extension (each such Lender consenting to the applicable extension, a “Consenting Lender”). The failure of any Lender to notify WBA and the Administrative Agent of its intent to consent to an extension within such period shall be deemed a rejection by such Lender, as applicable. Such extension shall be effective as to Consenting Lenders under the applicable Tranche if the Required Tranche Lenders approve such Maturity Date Extension for such Tranche; provided, in each case, that (A) the applicable Maturity Date following any such extension for the applicable Tranche shall not be a date that is more than eighteen months after the applicable Extension Date and (B) at the existing Maturity Date for the applicable ~~Class of Commitments and/or Loans hereunder~~ Tranche in effect prior to ~~be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing~~ each Maturity Date ~~in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~Extension, (ii1) ~~specify~~ the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting commitments of Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrowerincluding, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, ~~only in respect of~~ the Swing Line Lender) under the applicable Tranche that ~~portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has~~ did not ~~agreed to extend) with a Lender or other financial institution that will agree~~ consent to such Maturity Date Extension ~~Request, and any~~ (each such ~~replacement~~ Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, consenting to the ~~extent not assumed~~extension, ~~assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each~~ a “Declining Lender~~, to the extent such Loans shall not have been so purchased, assigned~~ ”) will be terminated and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such ~~Class of each Declining Lender, to~~ Lenders (or participations in any Swing Line Loans) under the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, applicable Tranche will be repaid (it being understood ~~and agreed that, subject to satisfaction~~ that the commitments of the ~~conditions set forth~~ Declining Lenders not consenting to such extension will remain in ~~Section 4.02, such repayments may be funded with~~ effect until the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no~~ Maturity Date ~~Extension Request~~ for the applicable Tranche originally applicable to such Lenders) and (2) the applicable Borrower shall ~~become effective hereunder unless~~make such additional prepayments as shall be necessary in order that the Loans under the applicable Tranche immediately after such existing Maturity Date will not exceed, ~~on the Extension Effective Date~~respectively, 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 Maturity Date Extension Request) and~~ Aggregate Commitments under the ~~Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer~~applicable Tranche. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the ~~then~~ then-existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section; provided that, for the avoidance of doubt, each Lender may elect to agree or not agree, in its sole discretion, to an extension of a Maturity Date. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type and currency of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b~~2.19(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of ~~Credit~~ Credit, in each case, in the manner set forth in Section ~~2.04(i~~2.05(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of made by each Declining ~~Lender,~~ Lender to the Borrower to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of made by each Declining ~~Lender~~Lender to the Borrower, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section. (g) Notwithstanding anything to the contrary contained in this Section 2.22, unless the Administrative Agent shall agree otherwise, after giving effect to any transaction contemplated in this Section 2.22, there shall not be more than six Classes of Loans or Commitments (including any revolving and term loan facilities) hereunder at any one time outstanding.

Appears in 1 contract

Sources: Credit Agreement (Resideo Technologies, Inc.)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders of such Class extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the ~~Latest~~ then Existing Maturity Date unless such other approvals have been obtained. In the event that a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender of the applicable Class agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender of the applicable Class not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (dc) of this Section, on the date specified in the Maturity Date Extension Request as the effective date ~~thereof (the “Extension Effective Date”)~~thereof, (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. The Borrower, the Administrative Agent and the Consenting Lenders shall enter into an amendment to this Agreement (an “Extension Agreement”) to effect such modifications as may be necessary to reflect the terms of the Maturity Date Extension Request. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (iA) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i~~2.05(j), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Credit Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (iiB) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (~~iii~~C) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (dc) ~~Notwithstanding~~ The effectiveness of any Extension Agreement shall be subject to the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless,~~ satisfaction on the ~~Extension Effective Date,~~ date thereof of each of the conditions set forth in Section 4.02 ~~shall be satisfied (with all references in such Section~~ and, to ~~a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent ~~shall have received~~ of (i) customary legal opinions, board resolutions and officers’ certificates of the type delivered on the Closing Date other than changes to such legal opinions resulting from a ~~certificate~~ change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that ~~effect dated such date~~ the Commitments and ~~executed by a Responsible Officer~~Loans of the Consenting Lenders are provided with the benefit of the applicable Loan Documents. (ed) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.08(c) or Section ~~2.17(b~~2.18(b) or ~~2.17(c~~2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)~~. (f) The Borrower~~; provided that notwithstanding anything to the contrary in this Section 2.25 or otherwise, except with respect to the ~~Administrative Agent~~ termination of the Revolving Commitments of Declining Lenders on the Existing Maturity Date applicable thereto and the ~~Consenting~~ repayment of outstanding Revolving Loans in connection therewith, each Revolving Borrowing, each repayment or prepayment of each Revolving Borrowing and each reduction of the Revolving Commitments shall be made on a pro rata basis among the Revolving Lenders ~~may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective~~ in accordance with ~~the provisions of this Section~~their respective Revolving Commitments, without regard to whether such Lenders are Consenting Lenders or Declining Lenders.

Appears in 1 contract

Sources: Credit Agreement (American Axle & Manufacturing Holdings Inc)

Extension of Maturity Date. (a) The Borrower may, not later than 30 days prior to any anniversary of the date of this Agreement (such anniversary being a “Modification Date”) by ~~delivery~~ written notice in the form of ~~a Maturity Date~~ Exhibit G hereto (an “Extension ~~Request~~ Request”) (which shall be irrevocable; provided, however, that the Borrower may revoke such notice at any time that Lenders having more that 50% of the Aggregate Commitments have notified the Administrative Agent or the Borrower that such Lenders do not consent to such requested extension or are deemed to not have consented to such requested extension, as provided below) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to~~ notify each of the Lenders) ), request the Lenders to extend the then applicable Maturity Date for one year to the anniversary of the then applicable Maturity Date and may, in any such Extension Request, request the addition of one or more new Lenders, and/or the increase or decrease in, or termination of, the Commitment of any existing Lender under this Agreement, effective in each case as of the Modification Date. If the Borrower shall make such a request, each Lender shall, not ~~less~~ later than ten ~~days (or such shorter period as agreed to by the Administrative Agent)~~ Business Days prior to the Modification Date, notify the Borrower and the Administration Agent by executing the Extension Request if it consents to such extension of the then ~~existing~~ applicable Maturity Date ~~for~~ and to each other change requested in the ~~applicable Class of Commitments and/or Loans hereunder~~ Extension Request. Any Lender that shall not so notify the Borrower shall be deemed not to ~~be extended (the “Existing Maturity Date”), request that~~ have consented. If all the Lenders ~~extend~~ shall so consent, the ~~Existing~~ Maturity Date shall thereupon be extended, any new Lender shall be added, and any existing Lender’s Commitment shall be increased, decreased or terminated in ~~accordance with this Section~~each case as provided in the Extension Request. ~~Each Maturity Date Extension Request~~ If any Lender shall not so consent, then, unless either (i) ~~specify~~ by the then applicable ~~Class~~ Modification Date all the Loans of ~~Commitments and/or Loans hereunder to be extended~~all the nonconsenting Lenders shall have been paid in full, together with all interest accrued thereon through such Modification Date, or (ii) ~~specify~~ by the ~~date to which the~~ then applicable ~~Maturity~~ Modification Date ~~is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of~~all Loans, and ~~fees payable hereunder to~~all Commitments, ~~Consenting~~ of such nonconsenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been ~~delivered by the Borrower, each applicable Lender shall~~ assigned to one or more Eligible Assignees (who have ~~the right, but not the obligation, to agree~~ consented to the extension of the ~~Existing~~ then applicable Maturity Date by one year to the next anniversary of the then applicable Maturity Date and to each other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified change requested in the ~~Maturity Date~~ Extension ~~Request as the effective date thereof (the “Extension Effective Date”), (i~~Request) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of ~~Sections 2.18(b)~~ Section 10.07, (and ~~9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance~~ in case of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such ~~replacement Lender shall for all purposes constitute a Consenting Lender in respect~~ payment or assignment of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Dateany Eurodollar Rate Loan, the Borrower shall ~~make prepayments of Revolving Loans and shall provide cash collateral~~ have reimbursed the nonconsenting Lenders in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended thereof pursuant to ~~this~~ Section ~~(and~~ 3.05(a)) the ~~Borrower~~ then applicable Maturity Date shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended~~); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~, ~~on the Existing Maturity Date~~no new Lender shall be added, ~~the Revolving~~ and no Lender’s Commitment ~~of each Declining Lender shall~~shall be increased, decreased or terminated. Subject to the ~~extent not assumed~~provisions of Section 8.01, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction if either of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to clauses (i) ~~violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments~~ or (ii) ~~require~~ above shall have been satisfied, then on the ~~consent~~ Modification Date, (A) such Maturity Date shall be extended by one year to the next anniversary of the then applicable Maturity Date, any new Lender shall be added, and any existing Lender’s Commitment shall be increased, decreased or terminated in each case as provided in the Extension Request and (B) all of the Commitments of all nonconsenting Lenders ~~or all affected Lenders under Section 9.02(b)~~shall be automatically reduced to zero. (fb) ~~The Borrower,~~ This Section shall supersede any provisions in Section 2.13 or 10.01 to the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Sectioncontrary.

Appears in 1 contract

Sources: Credit Agreement (New York Times Co)

Extension of Maturity Date. (a) The Borrower may, by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders~~) not less than ten days (or~~ ), request that each Lender extend such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing~~ Lender’s Maturity Date to a date that is one year after the Maturity Date then in effect for such Lender (it being agreed at no time shall any such extended Maturity Date result in a total maturity length of more than 5 years under this Agreement from the ~~applicable Class~~ date of ~~Commitments and/or Loans hereunder to be extended~~ any such extension) (the “Existing Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days after the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”, and each other Lender, a “Non-Extending Lender”), provided that any Lender that does not so advise the ~~Lenders extend~~ Administrative Agent on or before the ~~Existing Maturity~~ Lender Notice Date ~~in accordance with this Section. Each Maturity Date Extension Request~~ shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder~~ be deemed to be ~~extended, (ii) specify~~ a Non-Extending Lender. The Administrative Agent shall notify the ~~date~~ Borrower of each Lender’s determination under this Section promptly upon receiving notice thereof from such Lender. The election of any Lender to ~~which the applicable Maturity Date is sought~~ agree to ~~be extended, (iii) specify the changes, if any,~~ such extension shall not obligate any other Lender to ~~the Applicable Rate to be applied in determining the interest payable on the Loans of~~so agree, and ~~fees payable hereunder to, Consenting Lenders (as defined below) in respect~~ it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of ~~that portion of their Commitments and/or Loans extended to such new Maturity Date and~~ the ~~time as of which such changes will become effective (which may be prior to the Existing~~ Maturity Date. (c) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender The Borrower shall have the right, but shall not ~~the obligation~~be obligated, ~~to agree to the extension of the Existing Maturity Date and other matters contemplated thereby~~ on ~~the terms and subject to the conditions set forth therein (each Lender agreeing to~~ or before the Maturity Date ~~Extension Request being referred~~ applicable to ~~herein~~ any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “~~Consenting Lender~~Lenders” ~~and each Lender not agreeing thereto being referred to herein as a~~ under this Agreement in place thereof, one or more financial institutions (each, an “~~Declining~~ Additional Commitment Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner procedures set forth in Section ~~2.04(i~~2.18(b). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment 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), ~~such that, after giving effect~~ to ~~such prepayments~~ become an Extending Lender. (d) If (and ~~such provision~~ only if) the total of ~~cash collateral,~~ the ~~Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving~~ Commitments of the ~~Consenting~~ Lenders ~~extended pursuant~~ that have agreed to ~~this Section (~~extend their Maturity Date and the ~~Borrower shall not be permitted thereafter to request~~ new or increased Commitments of any ~~Revolving Loan or any issuance, amendment, renewal or extension~~ Additional Commitment Lenders is more than 50% of ~~a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed~~ the aggregate amount of the ~~Revolving~~ Commitments ~~so extended~~in effect immediately prior to the applicable Extension Date, then, effective as of the first date on which the foregoing conditions shall have been satisfied (the “Extension Date”)~~; (ii) solely in respect of a~~ , the Maturity Date ~~Extension Request~~ of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that has ~~become effective~~ been requested by the Borrower pursuant to (and approved in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (baccordance with) of this Section, ~~terminate,~~ and each Additional Commitment Lender shall thereupon become a Lender for all purposes of this Agreement and shall be bound by the ~~Borrower~~ provisions of this Agreement as a Lender hereunder and shall ~~repay all~~ have the ~~Revolving Loans~~ obligations of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining a Lender hereunder, ~~it being understood and agreed that,~~ provided that any extension of any Maturity Date pursuant to this Section shall be subject to ~~satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments~~ receipt by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent ~~shall have received~~ of a certificate ~~to that effect~~ dated such date and executed by a ~~Responsible Officer~~Financial Officer of the Borrower certifying that the conditions set forth in paragraphs (a) and (b) of Section 4.02 are satisfied. (e) ~~Notwithstanding any provision of this Agreement to~~ On the ~~contrary, it is hereby agreed that no extension of an Existing~~ Maturity Date applicable to any Non-Extending Lender, (i) the Commitment of such Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with ~~the express terms of this Section, or any amendment or modification~~ Section 2.09 (and shall pay to such Non-Extending Lender all of the ~~terms~~ other Obligations then owing to it under this Agreement) and ~~conditions~~ after giving effect thereto shall prepay in accordance with Section 2.10 any Revolving Loans outstanding on such date to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the ~~Commitments~~ Lenders effective as of such date, and the ~~Loans~~ Administrative Agent shall administer any necessary reallocation of the ~~Consenting Lenders effected pursuant thereto~~Revolving Credit Exposures (without regard to any minimum borrowing, ~~shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of~~ pro rata borrowing and/or pro rata payment requirements contained elsewhere in this ~~Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b~~Agreement). (f) ~~The Borrower~~In connection with any extension of the Maturity Date pursuant to this Section, the Administrative Agent and the ~~Consenting Lenders may enter into an amendment~~ Borrower may, without the consent of any Lender or Issuing Bank, effect such amendments to this Agreement ~~to effect such modifications~~ as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to ~~reflect the terms of any Maturity Date Extension Request that has become effective in accordance with~~ give effect to the provisions of this Section. This Section shall supersede any provisions in Section 2.17 to the contrary. Nothing in this Section shall be construed to limit any amendment to extend the Maturity Date of any Lender that is otherwise permitted by Section 10.02.

Appears in 1 contract

Sources: Credit Agreement (Northrop Grumman Corp /De/)

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders, request one or more extensions of the maturity date applicable to the Term Loans ~~hereunder~~ of a given Class (each, an “Existing Term Loan Tranche” and the extended loans of such Class, the “Extended Term Loans”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section.~~ such Extension Request. (b) Each ~~Maturity Date~~ Extension Request shall ~~(i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii)~~ specify the date to on which the ~~applicable Maturity Date is sought to~~ Borrower proposes that the extension shall be ~~extended~~effective, ~~(iii) specify the changes, if any,~~ which shall be a date reasonably satisfactory to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and Administrative Agent. Within the time ~~as of which~~ period specified in such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall ~~have~~ notify the ~~right, but not the obligation,~~ Administrative Agent whether it consents to ~~agree to the~~ such extension ~~of the Existing Maturity Date~~ (which consent may be given or withheld in such Lender’s sole and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each absolute discretion). Any Lender not ~~agreeing thereto being referred~~ responding within the above time period shall be deemed not to ~~herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of~~ have consented to such ~~Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the~~ extension. The Administrative ~~Agent) not later than a day to be agreed upon by~~ Agent shall promptly notify the Borrower and the ~~Administrative Agent following~~ applicable Lenders of such Lenders’ responses. (c) The maturity date applicable to any Class of Term Loans shall be extended only with respect to such Existing Term Loan Tranche held by such Lenders that have consented thereto (the ~~date on which~~ Lenders providing term loans that so consent being the ~~Maturity Date Extension Request shall have been delivered by~~ “Extending Term Lenders” and the ~~Borrower~~ Lenders providing term loans that declined being the “Non-Extending Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of Extending Term Lenders no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the Extension Request, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans (such ~~Lender shall be allocated ratably among~~ maturity date for the ~~extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such~~ Term Loans so ~~extended~~ affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall promptly confirm to the applicable Extending Term Lenders and ~~not extended. If Consenting~~ Non-Extending Lenders ~~shall have agreed to~~ such ~~Maturity Date Extension Request in respect of Commitments and/or Loans held by them~~extension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. (d) The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) the ~~Existing Maturity Date~~ maturity date of the Extended Term Loans shall be later than the maturity date of the applicable ~~Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ Existing Term Loan Tranche; (ii) ~~the terms and conditions~~ all or any of the ~~applicable Commitments and/or~~ scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the ~~Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth~~ extent provided in the ~~Maturity Date~~ applicable Extension ~~Request and~~ Amendment ; (iii) ~~such other modifications and amendments hereto specified~~ the “effective yield” with respect to the Extended Term Loans (whether in the ~~Maturity Date~~ form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the “effective yield” for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension ~~Request shall~~ Amendment; (~~subject~~ iv) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loan Loans in addition to any ~~required approvals (including those~~ of the ~~Required Lenders) having been obtained) become effective~~items contemplated by the preceding clause (iii). (bv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term Loans held by the Non-Extending Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (vi) Extended Term Loans may have call protection as may be agreed by the Borrower and the Extending Lenders; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans. (e) 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 Effective Date, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article VII made by it that are qualified by materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case any such representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct as of such earlier date and any such representation and warranty that is not so qualified shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Extension Effective Date. (f) Notwithstanding anything to the ~~foregoing~~contrary herein, the Borrower shall have the right, at any time after any applicable Extension Effective Date and prior to any applicable Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to such Non-Extending Lender and the Administrative Agent, to require each such Non-Extending Lender to assign and delegate, without recourse (in accordance with and subject to the ~~provisions~~ restrictions contained in Section 12.9), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the prior written consent of ~~Sections 2.18(b~~the Administrative Agent (to the extent such consent is required pursuant to Section 12.9), which consent(s) shall not unreasonably be withheld or delayed, (ii) each Non-Extending Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 12.9(b)(iv) and ~~9.04, at any time prior~~ (iv) in no event shall the Borrower be entitled to ~~the Existing Maturity Date, to replace a Declining Lender~~ exercise its replacement right under this subclause (~~for the avoidance of doubt, only in~~ f) with respect ~~of that portion of such Lender’s Commitment and/or Loans subject~~ to a ~~Maturity Date Extension Request~~ Non-Extending Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute ~~a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~an Extending Term Lender. (cg) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect~~ Notwithstanding the terms of ~~a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date~~Section 12.2, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall ~~have received a certificate~~ be entitled (without the consent of any other Lenders except to the extent required under subsection (c) above) to enter into any amendments (an “Extension Amendment”) to this Agreement that ~~effect dated such~~ the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~executed by a Responsible Officer~~other amendments applicable to any Class of Term Loans pursuant to this Section 4.6. (eh) ~~Notwithstanding any provision~~ At no time shall there be Classes of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Term Loans ~~of the Consenting Lenders effected pursuant thereto, shall be deemed to~~ hereunder which have more than three (i3) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)different maturity dates. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Term Loan Agreement (FTS International, Inc.)

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Fidelity National Financial, Inc.)

Extension of Maturity Date. (a) The Lead Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existingthen-existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Lead Borrower may not make more than two Maturity Date Extension Requests following the Third Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existingthen-existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Lead Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Lead Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Lead Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Lead Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existingthen-existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Lead Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the ~~Borrower~~ Borrowers shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and ~~the~~ no Borrower shall ~~not~~ be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the ~~Borrower~~ Borrowers shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrowers shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class The occurrence of each ~~Declining Lender,~~ Extension Effective Date shall be deemed to ~~the extent~~ constitute a representation and warranty by each Borrower on such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The Borrower~~Without the consent of any other Person, the Borrowers, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (ai) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of Lenders or Additional Lenders, as applicable), request one or more extensions of the maturity date applicable to the Revolving Commitments, then in effect (such existing maturity date applicable to any Revolving Commitments ~~and/or Loans hereunder to be extended (~~being the “Existing Revolving Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request shall~~ Within 15 Business Days of delivery of such notice (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Revolving Lender shall notify the ~~date on~~ Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion). Any Revolving Lender not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Revolving Lenders of such responses, as applicable. (ii) The maturity date applicable to any Revolving Commitments shall be extended only with respect to such Revolving Commitments held by such Revolving Lenders that have consented thereto (the Revolving Lenders providing revolving loans, as applicable, that so consent, the “Extending Revolving Lenders” and the Revolving Lenders providing revolving loans, as applicable, that decline, the “Non-Extending Revolving Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right as set forth above~~ that, except for the consents of the Extending Revolving Lenders, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, (i) the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the ~~remaining portion of its Commitment and/or Loans, and~~ Revolving Commitments held by the ~~aggregate principal amount of each Type of Loans of the applicable Class of such Lender~~ Extending Revolving Lenders shall be ~~allocated ratably among the~~ extended ~~and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on~~ the date specified in the notice referred to in Section 2.08(d)(i) above, which shall become the new maturity date of the Revolving Commitments (such maturity date for the Revolving Commitments so affected, the “Extended Revolving Maturity ~~Date Extension Request~~ Date”) and (ii) the scheduled maturity date with respect to any Incremental Loans held by the Extending Revolving Lenders, as applicable, shall be extended to the date specified in the notice referred to in Section 2.08(d)(i) above, which shall become the new maturity date applicable to such Incremental Loans (such date, the “Extended Incremental Loan Maturity Date”). The Administrative Agent shall promptly confirm to (x) the applicable Extending Revolving Lenders and Non-Extending Revolving Lenders such extension, specifying the effective date ~~thereof~~ of such extension (the “Revolver Extension Effective Date”), the Existing Revolving Maturity Date applicable to the Non-Extending Revolving Lenders, and the Extended Revolving Maturity Date (iafter giving effect to such extension) applicable to the Extending Revolving Lenders and (y) the applicable Extending Revolving Lenders and/or the Non-Extending Revolving Lenders such extension, specifying the effective date of such extension (the “Incremental Loan Extension Effective Date”), the Existing Incremental Loan Maturity Date applicable to such Non-Extending Revolving Lenders and the Extended Incremental Loan Maturity Date (after giving effect to such extension) applicable to the Extending Revolving Lenders. The interest margins and/or “floors” with respect to any Revolving Commitments or Incremental Loans, as applicable, extended pursuant to this Section 2.08 may be different than the interest margins and/or “floors” for the existing Revolving Commitments or Incremental Loans, as applicable, and upfront fees may be paid to the Extending Revolving Lenders, in each case to the extent provided in the Borrower’s notice or as otherwise agreed between the Borrower and the Extending Revolving Lenders. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the ~~applicable Commitments and/or Loans shall~~Borrower dated as of the Revolver Extension Effective Date, signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 3 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Revolver Extension Effective Date except to the ~~Consenting Lenders~~extent that such representations and warranties specifically refer to an earlier date, ~~be extended to~~ in which case such ~~date as~~ representation and warranty shall be ~~specified therein~~true and correct in all material respects as of such earlier date, ~~(ii) the terms~~ and ~~conditions~~ no Default or Event of Default exists or will exist as of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Revolver Extension ~~Request and~~ Effective Date. (iii) Notwithstanding anything to the contrary herein, (A) the Borrower and the Extending Revolving Lenders shall have the right to appoint successor syndication agents or co-documentation agents, in each case, to replace any such ~~other modifications~~ person that does not consent to continue its respective obligations and ~~amendments hereto specified~~ duties under the Loan Documents in ~~the Maturity Date Extension Request shall~~ connection with an extension under this Section 2.08(d) and (~~subject to any required approvals (including those of the Required Lenders~~B) ~~having been obtained) become effective. (b) Notwithstanding the foregoing,~~ the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Revolving Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Revolving Lender and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ I) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent (and, ~~only~~ if a Revolving Commitment is being assigned, the Issuing Bank), which consent(s) shall not unreasonably be withheld or delayed, (II) each Non-Extending Revolving Lender or shall have received payment of an amount equal to the outstanding principal of its Loans and participations in ~~respect of that portion~~ LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (III) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii)(C) and (IV) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (iii) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Revolving Lender, in either case that ~~it has not agreed to extend) with a Lender~~ is also acting as the Administrative Agent or ~~other financial institution that will agree to such Maturity Date Extension Request, and any~~ Issuing Bank. Any such replacement Lender shall for all purposes constitute ~~a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement~~an Extending Revolving Lender. (civ) ~~If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect~~ Notwithstanding the terms of ~~a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date~~Section 9.02, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall ~~have received a certificate~~ be entitled (without the consent of any other Lenders except to ~~that effect dated such date and executed by a Responsible Officer.~~ the extent required under subsection (eii) ~~Notwithstanding~~ above) to enter into any ~~provision of~~ amendments to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a maturity date applicable to the ~~contrary~~Revolving Commitments, ~~it is hereby agreed that no extension~~ pursuant to this Section 2.08(d). In addition, with the consent of an each Issuing Bank, participations in Letters of Credit expiring on or after the Existing Revolving Maturity Date shall be reallocated from Non-Extending Revolving Lenders to Extending Revolving Lenders in accordance with the ~~express~~ terms of ~~this Section~~such amendment; provided, ~~or any amendment or modification of~~ however, that such participation interests shall, upon receipt thereof by the ~~terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto~~Extending Revolving Lenders, ~~shall~~ be deemed to ~~(i) violate the last sentence~~ be participation interests in respect of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent such extended revolving commitments and ~~the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect~~ the terms of ~~any Maturity Date Extension Request that has become effective in accordance with~~ such participation interests (including, without limitation, the ~~provisions of this Section~~commission applicable thereto) shall be adjusted accordingly.

Appears in 1 contract

Sources: Senior Secured Revolving Credit Agreement (ORBCOMM Inc.)

Extension of Maturity Date. (a) ~~The~~ Each Borrower may, ~~by delivery of~~ upon notice (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders or New Lenders under the applicable Facility), request one or more extensions of ~~the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing~~ any Revolver Termination Date, Term Maturity Date or the maturity date for any Additional Facility or Replacement Facility, in each case applicable to any Facility under which it is a Borrower (the Revolver Termination Date, Term Maturity Date or maturity date for such Additional Facility or Replacement Facility applicable ~~Class of Commitments and/or Loans hereunder~~ to ~~be extended (~~such Facility, the “Existing Maturity Date”)~~, request that the Lenders extend the Existing Maturity Date in accordance with this Section~~. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which ~~the applicable~~ such Existing Maturity Date is sought to be ~~extended~~extended (the “New Maturity Date”), (~~iii~~ii) specify the changes, if any, to the ~~Applicable Rate to be applied in determining the~~ interest ~~payable on the Loans of~~rates, floors and margins, commitment and other fees payable ~~hereunder to,~~ to Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or~~ and Loans extended to such ~~new~~ New Maturity Date and the time as of which such changes will become ~~effective (~~effective, which may be prior to the Existing Maturity Date) , and (iviii) specify any other amendments or modifications to this Agreement or the other Loan Documents to be effected in connection with such ~~Maturity Date Extension Request~~extension; provided that (A) no such ~~changes~~ amendments or modifications ~~requiring~~ under clause (iii) that would otherwise require approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 12.1 shall become effective prior to the ~~Latest~~ then latest Revolver Termination Date (in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), unless such other approvals have been obtained. , (B) the Obligations under any such Facility shall rank pari passu in right of payment with the other Loans and Commitments hereunder, (C) the Obligations under any such Facility shall not be guaranteed by any Person other than the Credit Parties that guaranteed the applicable Facility prior to such maturity extension and (D) such Facility shall be secured solely by the Collateral that secured the applicable Facility prior to such maturity extension and such Facility shall be subject to the CAM Exchange (and the holders of Indebtedness or commitments in respect of such Facility shall have become a party to the Re- Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent). (b) In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each Lender under the applicable ~~Lender~~ Facility shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated ~~thereby~~ by the Maturity Date Extension Request on the terms and subject to the conditions set forth therein (each Lender under the applicable Facility agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender under the applicable Facility not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Loans of such Lender under the applicable Facility with respect to which such Lender agrees to the ~~extension of the~~ New Maturity Date, delivered to the applicable Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the applicable Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by ~~the~~ such Borrower (it being understood ~~and agreed~~ that any Lender under such Facility that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender under such Facility elects to extend only a portion of its then existing Commitment ~~and/or Loans~~or Loans under such Facility, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment ~~and/or Loans,~~ and ~~the aggregate principal amount of each Type of~~ Loans ~~of the applicable Class of~~ under such ~~Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~Facility. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ and Loans under such Facility held by them, ~~then, subject to paragraph (d) of this Section,~~ then on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (iw) the Existing Maturity Date of the applicable Commitments ~~and/or~~ and Loans under such Facility shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (iix) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders under such Facility (~~including~~ with respect to maturity, interest rates, floors and margins, commitment and other fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (~~iii~~y) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (become effective, subject to any required approvals under Section 12.1, except that any such other modifications and amendments that do not take effect until the then latest Revolver Termination Date (~~including those~~ in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), shall not require the consent of any Lender other than the Consenting Lenders in respect of the ~~Required Lenders~~Facility being so extended and (z) ~~having been obtained~~to the extent that such Facility is a Revolving Facility and any Commitments or Loans under such Facility are not extended (such non-extended portion of such Facility, the “Non-Extended Revolving Facility”) ~~become effective~~(thereby resulting in an Extended Revolving Facility in respect of the Commitments and Loans that are extended), (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on the Non-Extended Revolving Facility (to the extent that it remains outstanding) and such new Extended Revolving Facility, (B) repayments required upon the Maturity Date of the Non-Extended Revolving Facility (to the extent that it remains outstanding) and such new Extended Revolving Facility and (C) repayments made in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Loans under such Extended Revolving Facility after the Extension Effective Date shall be made on a pro rata basis between such Non-Extended Revolving Facility (to the extent it remains outstanding) and such new Extended Revolving Facility, (2) any swing line loans made, or letters of credit issued, as applicable, under such Non-Extended Revolving Facility after the Extension Effective Date with respect to such new Extended Revolving Facility shall be made or issued to the extent reasonably practicable on a pro rata basis between such Non-Extended Revolving Facility (to the extent that it remains outstanding) and such new Extended Revolving Facility and (3) the permanent repayment of Loans with respect to, and termination of commitments under, such new Extended Revolving Facility shall be made on a pro rata basis between such Non-Extended Revolving Facility (to the extent that it remains outstanding) and such new Extended Revolving Facility, except that the applicable Borrowers shall be permitted to permanently repay and terminate commitments under such new Extended Revolving Facility or such Non-Extended Revolving Facility at any time on a greater than pro rata basis. (bc) Notwithstanding anything herein to the ~~foregoing~~contrary, ~~the Borrower~~ Borrowers shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 3.7 and ~~9.04~~12.8, at any time prior to the Existing Maturity Date, to replace a Declining Lender (~~for the avoidance of doubt,~~ only in respect of that portion of such Lender’s ~~Commitment and/or~~ Commitments and Loans subject to a Maturity Date Extension Request that it such Lender has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ and Loan assigned to and assumed by it on and after the effective time of such replacement. (cd) If a Maturity Date Extension Request has become effective ~~hereunder: (i) solely in~~ hereunder with respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving CommitmentsFacility, on the Existing Maturity Date, the ~~Revolving~~ Commitment and Loans of each Declining Lender under such Facility shall, to the extent not assumed, assigned or transferred as provided in ~~paragraph (b) of this Section~~Section 2.14(b), terminate, and the ~~Borrower~~ Borrowers under such Facility shall repay all the ~~Revolving~~ Loans of each Declining ~~Lender~~Lender under such Facility, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding ~~any provision of~~ anything to the contrary in this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other ~~provision of~~ Loan Document, this ~~Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under~~ Section ~~9.02(b)~~2.14 shall supersede any other provisions contained in this Agreement, including, without limitation, Section 12.1. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (BALL Corp)

Extension of Maturity Date. (a) The Borrower may, by ~~delivery of a Maturity Date~~ delivering an Extension Request to the Administrative Agent (~~which~~ who shall promptly deliver a copy ~~thereof~~ to each of the Lenders) ), not less than ~~ten~~ sixty (60) days ~~(or such shorter period as agreed to by~~ in advance of the ~~Administrative Agent) prior to the then existing~~ Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ in effect at such time (the “Existing Maturity Date”), request that ~~the Lenders~~ all or a portion of any Class of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing ~~Maturity Date in accordance~~ Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this ~~Section~~Section 2.18. Each ~~Maturity Date~~ Extension Request shall set forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the terms that are not materially more favorable than those set forth in the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) ~~specify~~ all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable ~~Class of Commitments and/or Loans hereunder to be extended,~~ Extension Amendment; (ii) ~~specify~~ the ~~date~~ Effective Yield with respect to ~~which~~ the ~~applicable Maturity Date is sought to~~ Extended Term Loans (whether in the form of interest rate margin, interest rate floors, upfront fees, original issue discount or otherwise) may be ~~extended,~~ different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) ~~specify~~ the ~~changes, if any,~~ Extension Amendment may provide for other covenants and terms that apply solely to any period after the ~~Applicable Rate to be applied~~ Maturity Date that is in ~~determining the interest payable~~ effect on the ~~Loans of, and fees payable hereunder to, Consenting Lenders~~ effective date of the applicable Extension Amendment (~~as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be~~ immediately prior to the ~~Existing Maturity Date) and~~ establishment of such Extended Term Loans); (iv) ~~specify any other amendments or modifications to this Agreement~~ Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be ~~effected in connection with~~ made first to prepay the Term Loans under the Existing Term Loan Tranche from which such ~~Maturity Date Extension Request~~Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; ~~provided that no~~ (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such ~~changes or modifications requiring approvals pursuant~~ Extended Term Loans have been converted to ~~the provisos to Section 9.02(b) shall become effective~~ be optionally prepaid prior to the ~~Latest Maturity Date unless~~ prepayment of such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein Extended Term Loans) as ~~a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right~~ may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed ~~upon~~ by the Borrower and the Lenders thereof;and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clauses (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement. (b) The Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as to which the Administrative Agent ~~following~~ may consent) prior to the date on which Lenders under the ~~Maturity Date~~ Existing Term Loan Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request. Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request converted into Extended Term Loans shall ~~have been delivered~~ notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements imposed by the ~~Borrower (it being understood and agreed that any~~ Administrative Agent). Any Lender that ~~shall have failed~~ does not respond to ~~exercise such right as set forth above~~ the Extension Request on or prior to the date specified therein shall be deemed to ~~be a Declining Lender)~~have rejected such Extension Request. If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of In the ~~remaining portion of its Commitment and/or Loans, and~~ event that the aggregate principal amount of ~~each Type of~~ Term Loans of under the applicable ~~Class~~ Existing Term Loan Tranche exceeds the amount of Extended Term Loans requested pursuant to such ~~Lender shall be allocated ratably among the extended and non-extended portions of the~~ Extension Request, Term Loans of such ~~Lender~~ Existing Term Loan Tranche, subject to such Extension Elections shall either (i) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such ~~Loans so extended and not extended. If Consenting Lenders shall have agreed to~~ Existing Term Loan Tranche included in such ~~Maturity Date~~ Extension ~~Request in respect of Commitments and/or Loans held by them, then~~Elections, subject to ~~paragraph (d) of this Section, on~~ such rounding requirements as may be established by the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, Administrative Agent or (ii) to the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as extent such option is expressly set forth in the ~~Maturity Date~~ applicable Extension ~~Request and (iii) such other modifications and amendments hereto specified~~ Request, be converted to Extended Term Loans upon an increase in the ~~Maturity Date Extension Request shall (subject to any required approvals (including those~~ amount of ~~the Required Lenders) having been obtained) become effective~~Extended Term Loans so that such excess does not exist. (bc) ~~Notwithstanding~~ Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the ~~foregoing~~Borrower, the ~~Borrower~~ Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder, which shall ~~have the right, in accordance~~ be consistent with the provisions set forth in Section 2.18(a) above (but which shall not require the consent of ~~Sections 2.18(b) and 9.04~~any other Lender). The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. After giving effect to the Extension, ~~at any time~~ the Term Loans so extended shall cease to be a part of the Class they were a part of immediately prior to the ~~Existing Maturity Date~~Extension. (d) Extensions consummated by the Borrower pursuant to this Section 2.18 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.18 (including, ~~to replace a Declining Lender (~~for the avoidance of doubt, ~~only~~ payment of any interest or fees in respect of ~~that portion of~~ any Extended Term Loans on such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner terms as may be set forth in ~~Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral,~~ the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date applicable Extension Request) and hereby waive the ~~Administrative Agent~~ requirements of any provision of this Agreement (including, without limitation, Sections 2.05, 8.03 or 10.08) or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.18; provided that such consent shall ~~have received a certificate~~ not be deemed to ~~that effect dated such date and executed by a Responsible Officer~~be an acceptance of any Extension Request. (e) ~~Notwithstanding any provision~~ Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the ~~contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with~~ extent (but only to the ~~express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed~~ extent) reasonably necessary to (i) ~~violate~~ reflect the ~~last sentence~~ existence and terms of ~~Section 2.07(c) or Section 2.17(b) or 2.17(c) or~~ any ~~other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or~~ Extended Term Loans incurred pursuant thereto, (ii) ~~require~~ modify the ~~consent~~ scheduled repayments set forth in Section 2.07(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of ~~all Lenders~~ the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07(a)), (iii) establish new Classes in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches, in each case, on terms consistent with this Section 2.18 and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or ~~all affected Lenders under Section 9.02(b). (f) The Borrower~~appropriate, in the reasonable opinion of the Administrative Agent and the ~~Consenting Lenders may enter into an amendment to this Agreement~~ Borrower, to effect ~~such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with~~ the provisions of this ~~Section~~Section 2.18, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment.

Appears in 1 contract

Sources: Credit Agreement (Yesway, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may~~Each Lender (including each Replacement Lender) that is party to this Amendment (each, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the an “~~Existing Maturity Date~~Extending Lender”), ~~request~~ agrees that the ~~Lenders extend~~ maturity date of its applicable Revolving Commitments (including all the Assigned Commitments (as defined below) of any Replacement Lender) and of any applicable Revolving Loans held by it (including, in the case of each Replacement Lender, any Revolving Loans acquired pursuant to assignment as contemplated by Section 1(c) hereof) shall be extended to the Extended Maturity Date. (b) The Existing Maturity Date in shall remain applicable to the Revolving Commitments and the Revolving Loans made pursuant thereto of any existing Lender that is not an Extending Lender (each, a “Declining Lender”) and that is not replaced by a Replacement Lender as contemplated by Section 1(c) hereof. (c) In accordance with ~~this Section. Each Maturity Date Extension Request shall~~ the provisions of Section 2.18(b) of the Credit Agreement, FCX may, at its option, require any Declining Lender to assign all, or less than all, of its Revolving Commitment (ieach, an “Assigned Commitment”) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes~~and Revolving Loans, if any, to ~~the Applicable Rate~~ one or more assignees, including any existing Lender, that agrees to ~~be applied in determining the interest payable on the Loans of~~accept such assignment, and ~~fees payable hereunder to, Consenting Lenders (as defined below) in respect of~~ that ~~portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes~~ will become ~~effective (which may be prior to the Existing Maturity Date)~~ party hereto and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the ~~extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date~~ Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such ~~extended portion~~ Revolving Commitment and ~~a Declining Lender in respect of the remaining portion of its Commitment and/or~~ Revolving Loans, ~~and the aggregate principal amount of each Type of Loans of the applicable Class of~~ if any, assigned to it (each, a “Replacement Lender”). Any such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting assignments to Replacement Lenders shall ~~have agreed~~ become effective on or before the Amendment Effective Date and may be evidenced by this Amendment and Schedule 2.01 hereto. Notwithstanding anything to ~~such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on~~ the ~~date specified~~ contrary in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04Agreement, at any time ~~prior~~ after the Amendment Effective Date, FCX may, at its option, require any Declining Lender to assign all, or less than all, of its Revolving Commitment and Revolving Loans, if any, to one or more assignees, including any existing Lender, that agrees to accept such assignment, and that will become party to the ~~Existing Maturity Date, to replace a Declining Lender (for~~ Credit Agreement and the ~~avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or~~ other ~~financial institution that will~~ Loan Documents and agree to convert such ~~Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the~~ assigned 2023 Revolving Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the into 2024 Revolving ~~Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit~~ Commitments in the manner set forth in Section ~~2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments~~ 2.08(d) of the ~~Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of~~ Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred Agreement as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lendersamended hereby. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Revolving Credit Agreement (Freeport-McMoran Inc)

Extension of Maturity Date. (a) The ~~Borrower~~ Company may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Banks) not less than ~~ten days (~~30 days, or ~~such shorter period as agreed to by the Administrative Agent)~~ more than 90 days, prior to the then existing Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (the “Existing Maturity Date”), request that the ~~Lenders~~ Banks extend the ~~Existing~~ Maturity Date for an additional period of one year with respect to all or part of their respective Commitments in accordance with this ~~Section~~Section 2.18; provided, that in no case shall the Maturity Date, as so extended, be later than February 24, 2030. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable ~~Rate~~ Commitment Fee Rate, Applicable Letter of Credit Commission and Applicable Margin to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting ~~Lenders (as defined below)~~ Banks in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to Section 9.05 other than that of the ~~provisos to Section 9.02(b)~~ Required Banks shall become effective ~~prior to the Latest Maturity Date~~ unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the ~~Borrower~~Company, each ~~applicable Lender~~ Bank shall have the ~~right, but not the obligation,~~ right to agree to or decline the extension of the ~~Existing~~ Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each ~~Lender~~ Bank agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting ~~Lender~~Bank” and each ~~Lender~~ Bank not agreeing thereto being referred to herein as a “Declining ~~Lender~~Bank”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such ~~Lender~~ Bank with respect to which such ~~Lender~~ Bank agrees to the extension of the Maturity Date, delivered to the ~~Borrower~~ Company (with a copy to the Administrative Agent) not later than a day to be agreed upon by the ~~Borrower~~ Company and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the ~~Borrower~~ Company (it being understood ~~and agreed~~ that any ~~Lender~~ Bank that shall have failed to exercise such right as set forth above shall be deemed to be a Declining ~~Lender~~Bank). If a ~~Lender~~ Bank elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting ~~Lender~~ Bank in respect of such extended portion and a Declining ~~Lender~~ Bank in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If ~~Consenting Lenders~~ Banks constituting the Required Banks shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans held by them~~constituting a majority of the aggregate Commitments, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing~~ Maturity Date ~~of the applicable Commitments and/or Loans~~ shall, as to the Consenting ~~Lenders~~Banks, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting ~~Lenders~~ Banks (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals ~~(including~~ other than those of the Required ~~Lenders)~~ Banks having been obtained) become effective. (b) Notwithstanding the foregoing, the ~~Borrower~~ Company shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 8.06 and ~~9.04~~9.06, at any time prior to the Existing Maturity Date, to replace a Declining ~~Lender~~ Bank (for the avoidance of doubt, only in respect of that portion of such ~~Lender~~Bank’s Commitment ~~and/or Loans subject to a Maturity Date Extension Request~~ that it has not agreed to extend) with a ~~Lender~~ Bank or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement ~~Lender~~ Bank shall for all purposes constitute a Consenting ~~Lender~~ Bank in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement.. 4879-5062-7662v.12 (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date: (i) the Company shall (A) make such prepayments of Loans or (B) terminate or provide cash collateral for such Letters of Credit in accordance with Section 2.03(e), in each case as shall be required in order that, upon giving effect to the termination and permanent reductions of the Commitments of Declining Banks and Consenting Banks, as applicable, pursuant to clause (ii) below, and all payments to such Declining Banks and Consenting Banks, as applicable, the ~~Revolving~~ aggregate Credit Exposures do not exceed the aggregate Commitments; and (ii) the Commitment of each Declining ~~Lender~~ Bank shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the ~~Borrower~~ Company shall repay all the ~~Revolving~~ Loans of ~~each~~ such Declining ~~Lender~~Bank, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and Bank hereunder (~~iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date~~accordingly, the ~~Borrower shall repay all the Loans~~ Commitment of ~~such Class of each Declining Lender~~any Consenting Bank shall, to the extent such Commitment exceeds the amount set forth in the notice delivered by such Bank pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Company shall prepay the proportionate part of the Loans ~~shall not have been so purchased, assigned and transferred~~of such Consenting Bank, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts ~~owing~~ payable in respect thereof on or prior to ~~such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of~~ the ~~conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~Existing Maturity Date). (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section ~~4.02~~ 3.01 shall be satisfied (with all references in such Section to the making of a ~~Borrowing~~ Loan being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of ~~an Existing~~ the Maturity Date in accordance with the express terms of this ~~Section~~Section 2.18, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans and Letters of Credit of the Consenting ~~Lenders~~ Banks effected pursuant thereto, shall be deemed to (i) violate ~~the last sentence~~ Section 2.13(b), clause (ii) of Section ~~2.07(c) or~~ 2.13(c), Section ~~2.17(b) or 2.17(c)~~ 9.04 or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all ~~Lenders~~ Banks or all affected ~~Lenders~~ Banks under Section ~~9.02(b)~~9.05. (f) Notwithstanding the foregoing, in the case of any Bank then serving (or whose designated Affiliate is then serving) as a Fronting Issuing Bank, (i) the Fronted LC Commitment of such Bank (or such designated Affiliate) shall not be extended in connection with an extension of such Bank’s Commitment unless so specified by such Bank (or such designated Affiliate), in its capacity as Fronting Issuing Bank, in a written notice to the Company and (ii) no Fronting Issuing Bank that is a Declining Bank shall be required to issue, amend or extend a Fronted Letter of Credit such that such Fronted Letter of Credit expires later than five Domestic Business Days prior to the Existing Maturity Date. (g) The ~~Borrower,~~ Company and the Administrative Agent ~~and the Consenting Lenders~~ may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has been approved by the Required Banks and become effective in accordance with the provisions of this ~~Section.~~Section 2.18. 4879-5062-7662v.12

Appears in 1 contract

Sources: Revolving Credit Agreement (Jackson Financial Inc.)

Extension of Maturity Date. ~~(a) The Borrower may, by delivery~~ Borrowers may request one-year extensions of a the Maturity Date by making such request in writing (an “Extension Request”) to Administrative Agent at least thirty (30) days prior to each July 23rd during the term of this Agreement (except for the July 23rd that is the then-existing Maturity Date). Administrative Agent shall promptly notify each Lender of any such Extension Request to (the date Administrative Agent ~~(which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or~~ receives such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (~~Extension Request being the “~~Existing Maturity~~ Request Date”~~), request that~~ ) and each Lender shall notify Administrative Agent within thirty (30) days after the ~~Lenders extend the Existing Maturity~~ Request Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended whether such Lender consents to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Requestextension; provided that ~~no such changes~~ the failure to respond by Administrative Agent or ~~modifications requiring approvals pursuant~~ any Lender to ~~the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date~~ an Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a ~~Declining Lender)~~denial of such consent by such Person. If Lenders having a ~~Lender elects~~ Pro Rata Share of at least sixty-six and two-thirds percent (66 2/3%) consent to ~~extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a~~ such extension (such Lenders being “Consenting ~~Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans,~~ Lenders” and the ~~aggregate principal amount of each Type of Loans of~~ Lenders not consenting being “Non-Consenting Lenders”) within thirty (30) days after the ~~applicable Class of such Lender shall be allocated ratably among~~ Request Date (the ~~extended and non-extended portions of~~ date Administrative Agent receives the ~~Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed~~ necessary consents to such ~~Maturity Date Extension Request in respect~~ extension and receives or is deemed to have received the consent or denial of ~~Commitments and/or Loans held by them, then, subject to paragraph (d)~~ consent of ~~this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (~~all Lenders being the “~~Extension Effective~~ Approval Date”), ~~(i)~~ then the ~~Existing~~ then-existing Maturity Date ~~of the applicable Commitments and/or Loans shall,~~ shall be extended for one (1) year as to the Consenting Lenders so long as (a) no Default or Potential Default exists, (b) Borrowers, on or before ninety (90) days after the Approval Date, either (i) pays to the Non-Consenting Lenders the Principal Debt owing to such Non-Consenting Lenders, ~~be extended~~ together with all accrued unpaid interest thereon, all fees, and any Funding Loss payable under Section 3.18 owing to such ~~date as~~ Non-Consenting Lenders, in which case the Commitment of each such Non-Consenting Lenders shall be ~~specified therein~~terminated, or (ii) effect one or more assignments from the ~~terms and conditions~~ Non-Consenting Lenders to a new Lender or Lenders pursuant to Section 13.11 who shall also consent to the extension of the ~~applicable Commitments and/or Loans~~ then-existing Maturity Date, and (c) Borrowers pay to Administrative Agent, for the account of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders~~) having been obtained) become effective. (b) Notwithstanding the foregoing~~, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner extension fee set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.3.20

Appears in 1 contract

Sources: Credit Agreement (Innkeepers Usa Trust/Fl)

Extension of Maturity Date. (a) ~~The Borrower may~~WBA may extend the Maturity Date for an additional period of one year (in each case, a “Maturity Date Extension”), by ~~delivery~~ providing written notice of ~~a Maturity Date Extension Request~~ such request to the Administrative Agent (~~which shall promptly deliver a copy thereof to each~~ the effective date of ~~the Lenders) not less than ten days (or~~ such ~~shorter period as agreed to by the Administrative Agent) prior to the then existing~~ Maturity Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended (~~Extension, the “~~Existing Maturity~~ Extension Date”). The Administrative Agent shall promptly notify each Lender of such request and each Lender shall then, in its sole discretion, notify WBA and the Administrative Agent in writing within 10 Business Days after such request ~~that~~ whether such Lender will consent to the extension (each such Lender consenting to the extension, a “Consenting Lender”). The failure of any Lender to notify WBA and the Administrative Agent of its intent to consent to an extension within such period shall be deemed a rejection by such Lender. Such extension shall be effective as to Consenting Lenders ~~extend~~ if the ~~Existing~~ Required Lenders approve such Maturity Date Extension; provided, in ~~accordance with this Section. Each Maturity Date Extension Request shall~~ each case, that (iA) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which~~ the applicable Maturity Date following any such extension shall not be a date that is ~~sought~~ more than eighteen months after the applicable Extension Date and (B) at the existing Maturity Date in effect prior to ~~be extended~~each Maturity Date Extension, (~~iii~~1) ~~specify~~ the ~~changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting~~ commitments of Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrowerincluding, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, ~~only in respect of~~ the Swing Line Lender) that ~~portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has~~ did not ~~agreed to extend) with a Lender or other financial institution that will agree~~ consent to such Maturity Date Extension ~~Request~~(each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Loans of such Lenders (or participations in any ~~such replacement Lender shall for all purposes constitute a Consenting Lender in respect~~ Swing Line Loans) (it being understood that the commitments of the ~~Commitment and/or Loans assigned~~ Declining Lenders not consenting to ~~and assumed by it on and after~~ such extension will remain in effect until the ~~effective time of such replacement. (c) If a~~ Maturity Date ~~Extension Request has become effective hereunder:~~ originally applicable to such Lenders) and (i2) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ the ~~Revolving Commitments, not later than the Existing Maturity Date, the~~ applicable Borrower shall make such additional prepayments ~~of Revolving~~ as shall be necessary in order that the Loans ~~and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i),~~ hereunder immediately after such ~~that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date~~ existing Maturity Date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)

Extension of Maturity Date. (a) ~~The~~ Notwithstanding anything to the contrary in the Loan Documents, the Borrower ~~may~~may from time to time, ~~by delivery~~ pursuant to the provisions of ~~a Maturity Date Extension Request to~~ this Section 2.20, without the consent of the Administrative Agent or the Required Lenders, agree with one or more Lenders to extend the Term Loan Maturity Date or the Incremental Maturity Date, as applicable, then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (~~which shall promptly deliver~~ including, without limitation, but subject to Section 2.20(b) below, by modifying the interest rate, premiums or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such extension, an “Extension” and any Loans so modified, the “Extension Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Term Loan Maturity Date or Incremental Maturity Date, as applicable, that is proposed to be extended under this Section 2.20, in each case on a ~~copy thereof~~ pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each of such Lender, which Extension Offer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders~~) not less~~ ), no later than ~~ten~~ 30 days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and no later than five Business Days prior to the due date for Lender responses. The Borrower and the Administrative Agent shall agree to such procedures, if any, as may be reasonably acceptable to the Administrative Agent and the Borrower to accomplish the purposes of this Section 2.20. In connection with any such Extension, each applicable Lender wishing to participate in such Extension shall, prior to the applicable due date therefor, provide the Administrative Agent with a written notice of its desire to so participate. Any Lender that does not respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the applicable due date shall be deemed to have rejected such Extension. (b) Each Extension shall be subject to the following: (i) no Event of Default shall have occurred and be continuing or would immediately result therefrom after giving effect to such Extension; (ii) except as to interest rates, fees, scheduled amortization, optional prepayment terms, premium, required prepayment dates, final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Final Maturity Date of any non-Extension Loans, the Extension Loans of any Lender extended pursuant to any Extension shall have terms that are no more favorable in any material respect, taken as a whole, than the applicable Loans prior to the related Extension Offer; provided, that (x) such Extension Loans may participate in any mandatory prepayment under Section 2.10 hereof on a pro rata basis (or on a basis less than pro rata), but not on a basis that is more favorable than pro rata and (y) no voluntary prepayments may be made with respect to such Extension Loans prior to the Final Maturity Date unless the non-Extension Loans are repaid concurrently on at least a pro rata basis; (iii) the final maturity date of the Extension Loans shall be later than the Final Maturity Date of the Loans that are not being so extended, and the Weighted Average Life to Maturity of the Extension Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable Loans subject to an Extension Offer that are not so extended; (iv) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing; and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another lesser amount is agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans ~~of the applicable Class of such Lender shall~~ be ~~allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~tendered. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for For the avoidance of doubt, ~~only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that~~ it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being is understood and agreed ~~that, subject to satisfaction of~~ that the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence provisions of Section ~~2.07(c) or Section 2.17(b) or 2.17(c) or any other provision~~ 2.16 will not apply to Extensions of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent Loans pursuant to Extension Offers made pursuant to and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.20, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans not extended pursuant to such Extension Offer, in each case as is set forth in the relevant Extension Offer. (d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new tranches of Loans created pursuant to an Extension (including without limitation to effectuate the payment of different rates and fees to be made to those Lenders who have agreed to extend the maturity date of their Loans), in each case on terms consistent with this Section 2.20, and any such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. For the avoidance of doubt, no Extension Amendment shall modify in any respect any Loans of a Lender without the written consent of such Lender. All Extension Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with the Obligations.

Appears in 1 contract

Sources: Credit Agreement (Equitrans Midstream Corp)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ~~ten~~ 45 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing ~~Maturity Date~~ maturity date for ~~the applicable Class of~~ Commitments ~~and/or Loans~~ hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.21; provided that the Borrower may not make more than two Maturity Date Extension Requests following the Second Restatement Effective Date. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which the ~~applicable~~ Maturity Date is sought to be extended; provided that such date is no more than one calendar year from the then scheduled Maturity Date, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or Loans~~ (and related Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; , provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section ~~9.02(b~~9.2(b) shall become effective prior to the ~~Latest~~ then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or Loans~~ of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or Loans~~Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extendedCommitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or Loans~~ held by them, then, subject to paragraph (d) of this ~~Section~~Section 2.21, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments ~~and/or Loans~~ shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable~~ Commitments ~~and/or Loans~~ of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required ~~Lenders)~~ Lenders having been obtained, if applicable), except that any such other modifications and amendments that do not take effect until the Existing Maturity Date shall not require the consent of any Lender other than the Consenting Lenders) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.18 and ~~9.04~~9.4, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or Loans~~ Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or ~~other financial institution~~ any Eligible Assignee that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment ~~and/or Loans~~ assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ not later than the second (2nd) Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of ~~Revolving~~ Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section ~~2.04(i)~~2.10, such that, after giving effect to such prepayments and such provision of cash collateral, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding as of such date will not exceed the aggregate ~~Revolving~~ Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any ~~Revolving~~ Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the ~~Aggregate~~ aggregate Revolving ~~Exposure~~ Credit Exposures outstanding would exceed the aggregate amount of the ~~Revolving~~ Commitments so extended);; and (ii) ~~solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments,~~ on the Existing Maturity Date, the ~~Revolving~~ Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this ~~Section~~Section 2.21, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender ~~hereunder~~hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section 2.21 and to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, be permanently reduced by the amount of such excess, and, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.21, the Borrower shall prepay the proportionate part of the outstanding Revolving Loans and participations in LC Disbursements of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood ~~and agreed that, subject to satisfaction of the conditions set forth in Section 4.02,~~ that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended ~~Revolving~~ Commitments~~; and~~. (~~iii~~d) ~~solely in respect~~ The occurrence of each Extension Effective Date shall be deemed to constitute a ~~Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date,~~ representation and warranty by the Borrower ~~shall repay all the Loans of~~ on such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of Extension Effective Date that the conditions set forth in Section ~~4.02,~~ 4.2 have been satisfied on such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and ~~the~~ Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.8(c) or Section ~~2.17(b) or~~ 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section ~~9.02(b~~9.2(b). (f) ~~The~~ Without the consent of any other Person, the Borrower, the Administrative Agent and the Consenting Lenders (and, to the extent required pursuant to the proviso of Section 2.5(c), the applicable Issuing Banks) may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.21.

Appears in 1 contract

Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may,~~ As required by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”10.05(e), (i) the ~~Existing Maturity Date~~ aggregate principal amount of the ~~applicable Commitments and/or~~ Tranche B-1 Term Loans ~~shall~~held by the Extending Lenders, as to amended herein (the ~~Consenting Lenders, be extended~~ “Extended Term Loans”) does not exceed the aggregate principal amount of the Tranche B-1 Term Loans subject to such ~~date as shall be specified therein~~extension, (ii) the ~~terms and conditions~~ Weighted Average Life to Maturity of the ~~applicable Commitments and/or~~ Extended Term Loans is not shorter than the Weighted Average Life to Maturity of the ~~Consenting Lenders~~ Tranche B-1 Term Loans subject to such extension on the Effective Date (~~including interest and fees (including Letter~~ except to the extent of ~~Credit fees~~nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Tranche B-1 Term Loans) ~~payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request~~ and (iii) except with respect to the interest rate, all other terms applicable to the Extended Term Loans are substantially identical to, or less favorable to the Extending Lenders than, those applicable to the Tranche B-1 Term Loans subject to such extension, except to the extent necessary to provide for covenants and other ~~modifications~~ terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such extension. An Extended Term Loan shall be treated as a Tranche B-2 Term Loan for all purposes under the Credit Agreement (including for Section 2.15); provided that the Extended Term Loans (i) shall have a separate CUSIP number from the Tranche B-1 Term Loans and ~~amendments hereto specified~~ the Tranche B-2 Term Loans, (ii) shall amortize in installments as a Tranche B-1 Term Loan prior to the Stated Maturity Date ~~Extension Request~~ for the Tranche B-1 Term Loans (and the Pro Rata Share of such Installments shall be calculated as if such Extended Term Loans were Tranche B-1 Term Loans) and (~~subject to any required approvals (including those~~ iii) may have separate Interest Payment Dates as a result of ~~the Required Lenders) having been obtained) become effective~~different Interest Periods applicable thereto. (b) ~~Notwithstanding the foregoing~~Except as expressly set forth above, the Borrower Representative shall ~~have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior~~ pay to the ~~Existing Maturity Date, to replace a Declining Lender (for~~ Extending Lenders all interest due on the ~~avoidance of doubt, only in respect of that portion of~~ Extended Term Loans as if such ~~Lender’s Commitment and/or~~ Extended Term Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacementwere Tranche B-2 Term Loans. (c) ~~If a Maturity~~ On the Effective Date ~~Extension Request has become effective hereunder:~~ (~~i) solely in respect of a Maturity Date Extension Request that has become effective in respect of~~ or on the ~~Revolving Commitments, not later than~~ next Business Day following the ~~Existing Maturity~~ Effective Date), the Borrower Representative shall ~~make prepayments~~ pay to the Extending Lenders all accrued interest due on the Extended Term Loans. Each Extending Lender hereby authorizes the Administrative Agent to cause as soon as practicable and in a manner that minimizes expenses of ~~Revolving~~ the Borrower Representative under Section 2.18 of the Credit Agreement the Interest Payment Dates with respect to the Extended Term Loans to be the same as those applicable to the Tranche B-2 Term Loans and ~~shall provide cash collateral in respect of Letters of Credit in the manner set forth in~~ waives any claim it may have under Section ~~2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments~~ 2.18(c) of the ~~Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of~~ Credit ~~if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount~~ Agreement in connection therewith. In furtherance of the ~~Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~foregoing, on the ~~Existing Maturity~~ Effective Date (or on the next Business Day following the Effective Date), the ~~Revolving Commitment of each Declining Lender shall~~Borrower Representative shall also pay to the Term Lenders holding Tranche B-2 Term Loans all accrued interest due on such Tranche B-2 Term Loans, to the ~~extent not assumed~~Term Lenders holding Tranche B-1 Term Loans (which, ~~assigned or transferred as provided in paragraph (b~~for the avoidance of doubt shall exclude the Extending Lenders) ~~of this Section, terminate,~~ all accrued interest due on such Tranche B-1 Term Loans and ~~the Borrower shall repay all the Revolving Loans of each Declining Lender,~~ to the ~~extent~~ Term Lenders holding any previously extended Extended Term Loans (as defined in the Credit Agreement) all accrued interest due on such Extended Term Loans ~~shall not have been so purchased, assigned and transferred,~~ (as defined in ~~each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of~~ the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(bCredit Agreement). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Fmsa Holdings Inc)

Extension of Maturity Date. (a) ~~The Borrower~~ Hyatt, on one or more occasions may, in each case by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of~~ notify the Lenders) not less than ~~ten~~ 45 days and not more than 90 days (or the date of such ~~shorter period as agreed to by~~ delivery, the ~~Administrative Agent~~“Extension Date”) prior to each or any of the ~~then existing Maturity~~ third, fourth and fifth anniversaries of the Closing Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (~~the~~ each, an “~~Existing Maturity~~ Anniversary Date”), request that ~~the Lenders~~ each Lender extend ~~the Existing~~ such Lender’s Maturity Date ~~in accordance with this Section~~to the date (the “New Maturity Date”) that is one year after the then effective Maturity Date. Each ~~Maturity~~ Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date ~~Extension Request~~ (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to (i) ~~specify the applicable Class~~ whether or not such Lender agrees to such extension of ~~Commitments and/or Loans hereunder~~ its Maturity Date (each Lender so agreeing to ~~be extended,~~ such extension being an “Extending Lender”) and (ii) ~~specify~~ only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the ~~date~~ amount of its Commitment (each Lender so offering to ~~which~~ increase its Commitment being an “Increasing Lender” as well as an Extending Lender) and, if so, the ~~applicable~~ amount of the additional Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). Each Lender that determines not to extend its Maturity Date ~~is sought to be extended,~~ (~~iii~~a “Non-Extending Lender”) ~~specify~~ shall notify the ~~changes, if any, to~~ Administrative Agent of such fact promptly after such determination but in any event no later than the ~~Applicable Rate to be applied in determining the interest payable on the Loans of~~Consent Date, and ~~fees payable hereunder to, Consenting Lenders (as defined below)~~ any Lender that does not advise the Administrative Agent in ~~respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be~~ writing on or prior to the ~~Existing Maturity Date)~~ Consent Date shall be deemed to be a Non-Extending Lender and (ivwithout limiting Hyatt’s rights under Section 2.23(c)) ~~specify~~ shall have no liability to Hyatt in connection therewith. The election of any Lender to agree to such extension shall not obligate any other ~~amendments or modifications~~ Lender to so agree. The Administrative Agent shall notify Hyatt and the Lenders of each Lender’s determination under this ~~Agreement to be effected in connection with such Maturity Date Extension Request; provided~~ Section 2.23(a) no later than the date that ~~no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective~~ is 15 days prior to the ~~Latest~~ 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 ~~unless~~ of each Lender shall be extended to the New Maturity Date, and the respective Commitments of the Lenders will not be subject to change at such ~~other approvals have been obtained. In~~ Consent Date pursuant to this Section 2.23. (ii) If and only if the ~~event a~~ sum of (x) the aggregate amount of the Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be equal to at least 50% of the then Aggregate Revolving Committed Amount, then: (1) effective as of the Consent Date, the Maturity Date ~~Extension Request~~ of each Extending Lender shall be extended to the New Maturity Date; (2) Hyatt shall (so long as no Default shall have ~~been delivered by the Borrower, each applicable Lender shall~~ occurred and be continuing) have the right, but not the obligation, to ~~agree to the extension~~ take either of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender following actions with respect to ~~which such~~ each Non-Extending Lender ~~agrees to~~ during the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based period commencing on the ~~aggregate principal amount of such Loans so extended~~ Consent Date and ~~not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section,~~ ending on the ~~date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective~~ immediately succeeding Anniversary Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Hyatt Hotels Corp)

Extension of Maturity Date. (a) ~~The~~ Each Borrower may, ~~by delivery of~~ upon notice (a “Maturity Date Extension ~~Request~~ Request”) to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each~~ notify the Lenders or New Lenders under the applicable Facility), request one or more extensions of ~~the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing~~ any Revolver Termination Date, Term Maturity Date or the maturity date for any Additional Facility or Replacement Facility, in each case applicable to any Facility under which it is a Borrower (the Revolver Termination Date, Term Maturity Date or maturity date for such Additional Facility or Replacement Facility applicable ~~Class of Commitments and/or Loans hereunder~~ to ~~be extended (~~such Facility, the “Existing Maturity Date”)~~, request that the Lenders extend the Existing Maturity Date in accordance with this Section~~. Each Maturity Date Extension Request shall (i) specify the ~~applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the~~ date to which ~~the applicable~~ such Existing Maturity Date is sought to be ~~extended~~extended (the “New Maturity Date”), (~~iii~~ii) specify the changes, if any, to the ~~Applicable Rate to be applied in determining the~~ interest ~~payable on the Loans of~~rates, floors and margins, commitment and other fees payable ~~hereunder to,~~ to Consenting Lenders (as defined below) in respect of that portion of their Commitments ~~and/or~~ and Loans extended to such ~~new~~ New Maturity Date and the time as of which such changes will become ~~effective (~~effective, which may be prior to the Existing Maturity Date) , and (iviii) specify any other amendments or modifications to this Agreement or the other Loan Documents to be effected in connection with such ~~Maturity Date Extension Request~~extension; provided that (A) no such ~~changes~~ amendments or modifications ~~requiring~~ under clause (iii) that would otherwise require approvals pursuant to ~~the provisos to~~ Section ~~9.02(b)~~ 12.1 shall become effective prior to the ~~Latest~~ then latest Revolver Termination Date (in the case of an extension of a Revolving Facility) or Term Maturity Date (in the case of an extension of a Term Facility), unless such other approvals have been obtained. , (B) the Obligations under any such Facility shall rank pari passu in right of payment with the other Loans and Commitments hereunder, (C) the Obligations under any such Facility shall not be guaranteed by any Person other than the Credit Parties that guaranteed the applicable Facility prior to such maturity extension and (D) such Facility shall be secured solely by the Collateral that secured the applicable Facility prior to such maturity extension and such Facility shall be subject to the CAM Exchange (and the holders of Indebtedness or commitments in respect of such Facility shall have become a party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent). (b) In the event a Maturity Date Extension Request shall have been delivered by ~~the~~ a Borrower, each Lender under the applicable ~~Lender~~ Facility shall have the ~~right,~~ right (but not the obligation, ) to agree to the extension of the Existing Maturity Date and other matters contemplated ~~thereby~~ by the Maturity Date Extension Request on the terms and subject to the conditions set forth therein (each Lender under the applicable Facility agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender under the applicable Facility not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment ~~and/or~~ or Loans of such Lender under the applicable Facility with respect to which such Lender agrees to the ~~extension of the~~ New Maturity Date, delivered to the applicable Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the applicable Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by ~~the~~ such Borrower (it being understood ~~and agreed~~ that any Lender under such Facility that shall have failed to exercise such right as set forth above by such date shall be deemed to be a Declining Lender). If a Lender under such Facility elects to extend only a portion of its then existing Commitment ~~and/or Loans~~or Loans under such Facility, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment ~~and/or Loans,~~ and ~~the aggregate principal amount of each Type of~~ Loans ~~of the applicable Class of~~ under such ~~Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended~~Facility. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments ~~and/or~~ and Loans under such Facility held by them, ~~then, subject to paragraph (d) of this Section,~~ then on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (iw) the Existing Maturity Date of the applicable Commitments ~~and/or~~ and Loans under such Facility shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (iix) the terms and conditions of the ~~applicable~~ Commitments ~~and/or~~ and Loans of the Consenting Lenders under such Facility (~~including~~ with respect to maturity, interest rates, floors and margins, commitment and other fees (including Letter of Credit fees) payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension ~~Request and~~ Request, (~~iii~~y) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (become effective, subject to any required approvals under Section 12.1, except that any such other modifications and amendments that do not take effect until the then latest Revolver Termination Date (~~including those~~ in the case of ~~the Required Lenders~~an extension of a Revolving Facility) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a or Term Maturity Date ~~Extension Request that it has~~ (in the case of an extension of a Term Facility), shall not ~~agreed to extend) with a~~ require the consent of any Lender or other ~~financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a~~ than the Consenting ~~Lender~~ Lenders in respect of the ~~Commitment and/or~~ Facility being so extended and (z) to the extent that such Facility is a Revolving Facility and any Commitments or Loans ~~assigned to and assumed by it on and after the effective time~~ under such Facility are not extended (such non-extended portion of such ~~replacement.~~ Facility, the “Non-Extended Revolving Facility”) (~~c) If a Maturity Date Extension Request has become effective hereunder: (i) solely~~ thereby resulting in ~~respect of a Maturity Date Extension Request that has become effective~~ an Extended Revolving Facility in respect of the ~~Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving~~ Commitments and Loans ~~and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i~~that are extended), ~~such that~~(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on the Multicurrency Revolving Facility, ~~after giving effect to such prepayments and such provision of cash collateral, the Aggregate~~ any Additional Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan Facility or any ~~issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate~~ ReplacementNon-Extended Revolving ~~Exposure would exceed the aggregate amount of the Revolving Commitments so extended);~~ Facility (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent ~~not assumed~~that they remainit remains outstanding) and such new Extended Revolving Facility, ~~assigned~~ (B) repayments required upon the Maturity Date of the Multicurrency Revolving Facility, any Additional Revolving Facility or ~~transferred as provided in paragraph~~ any ReplacementNon-Extended Revolving Facility (~~b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender,~~ to the extent that they remainit remains outstanding) and such ~~Loans shall not have been so purchased, assigned~~ new Extended Revolving Facility and ~~transferred,~~ (C) repayments made in ~~each case together~~ connection with ~~accrued~~ any permanent repayment and ~~unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that,~~ termination of commitments (subject to ~~satisfaction~~ clause (3) below)) of Loans under anysuch Extended Revolving Facility after the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings Extension Effective Date shall be made ~~ratably by~~ on a pro rata basis between the ~~Consenting Lenders in accordance with their extended~~ Multicurrency Revolving ~~Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans~~Facility, ~~on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned~~ any Additional Revolving Facility and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.other

Appears in 1 contract

Sources: Credit Agreement (BALL Corp)

Extension of Maturity Date. (a) ~~The Borrower may~~No earlier than 90 days prior and no later than 30 days prior to each anniversary of the Closing Date, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall ~~promptly deliver~~ promptly, but in any event within three (3) Business Days after receipt of such notice, notify the Lenders and the Issuing Banks of such notice), the Borrower may request an extension of the Maturity Date then in effect (an “Extension Request”) for an additional one-year period; provided that (i) no more than two of such one-year extensions shall be permitted hereunder and (ii) the terms and conditions applicable to any such extension of Commitments and Letter of Credit Commitments with respect to a ~~copy thereof~~ particular Lender or Issuing Bank shall be the same as those applicable to each other Lender or Issuing Bank. 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) ~~not less than ten days~~ The Commitment of any Lender and the Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrower’s request for an extension of the 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). On such ~~shorter period as~~ applicable Maturity Date, (i) the aggregate Commitments of all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on such Maturity Date, except to the extent one or more Eligible Assignees shall have agreed to by assume such Commitments with the ~~Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be~~ extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing~~ Maturity Date in accordance with ~~this Section. Each Maturity Date Extension Request shall~~ Section 2.19(b) (~~i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~each, a “Replacement Lender”), and (ii) ~~specify~~ the ~~date~~ aggregate Letter of Credit Commitments of all Issuing Banks shall be reduced by the total Letter of Credit Commitments of all Declining Lenders expiring on such Maturity Date, except to ~~which~~ the ~~applicable~~ extent (x) one or more Extending Lenders or Replacement Lenders shall have agreed to assume such Letter of Credit Commitments and (y) such Extending Lender or Replacement Lender is an Issuing Bank on such Maturity Date. The Borrower shall pay in full the unpaid principal amount of all Loans owing to 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 Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended applicable to such ~~new Maturity Date and~~ Declining Lender or the ~~time as~~ earlier replacement of ~~which~~ such ~~changes will become effective (which may be prior~~ Declining Lender pursuant to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Section 2.19(b). Further, in connection with ~~such~~ each Maturity Date, the Borrower shall Cash Collateralize the LC Exposure as and to the extent required pursuant to Sections 2.06(c) and 2.06(j)(iii). (c) So long as, and only if, the Required Lenders (calculated after giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request and upon the satisfaction of the conditions precedent specified below in this clause (c), the Maturity Date shall be extended as to each Lender that agrees in its sole discretion pursuant to clause (a) above to extend its Commitment (each an “Extending Lender”) (irrespective of whether such Lender previously had been a Declining Lender), shall be extended to the Maturity Date specified in such Extension Request; provided that ~~no such changes or modifications requiring approvals pursuant~~ with respect to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable any previously Declining Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such who is an Extending Lender with respect to ~~which~~ a current Extension Request, by giving its consent, such Extending Lender ~~agrees~~ shall also be deemed to ~~the~~ have approved each prior extension of the Maturity ~~Date~~Date as to which it was a Declining Lender. Upon satisfaction of the conditions precedent provided in the next sentence, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and~~ the Administrative Agent ~~following~~ and Borrower shall promptly confirm to the ~~date on which~~ Lenders and the Issuing Banks any extension of the Maturity Date ~~Extension Request shall have been delivered by~~ pursuant to this Section 2.04, specifying the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect date of such ~~extended portion and a Declining Lender in respect~~ satisfaction of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof conditions precedent (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 Effective Date signed by a Responsible Officer of Borrower certifying that, as of the Extension Effective 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. (d) If the Maturity Date is extended in accordance with this Section, (i) the ~~Existing Maturity Date of~~ Administrative Agent shall record in the ~~applicable Commitments and/or Loans shall,~~ 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 ~~Consenting Lenders, be extended to~~ Administrative Agent on or before such ~~date as shall be specified therein~~Extension Effective Date, (ii) ~~the terms~~ Schedule 2.01 hereof shall be amended and ~~conditions of the applicable Commitments and/or Loans of the Consenting~~ restated to set forth all Revolving Lenders (including ~~interest~~ any Replacement Lenders) and ~~fees~~ Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (~~including~~ and their respective Commitments and Letter of Credit ~~fees~~Commitments) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) extensions and the Administrative Agent shall ~~have received~~ distribute to each Lender (including each Replacement Lender) and each Issuing Bank a ~~certificate~~ copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that 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 LC Exposure and obligation to ~~that effect dated~~ participate in Swing Line Loans on such date ~~and executed~~ 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 on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, as applicable, without further action by ~~a Responsible Officer~~any party. (e) ~~Notwithstanding~~ If as a result of any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of ~~an Existing~~ the Maturity Date in accordance with this Section 2.04 there is more than one Maturity Date in effect at any time, the ~~express terms of this Section, or any amendment or modification of the terms~~ Borrower and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent ~~and the Consenting Lenders~~ may ~~enter into an amendment~~ make such amendments to this Agreement ~~to effect such modifications~~ as may be necessary to ~~reflect~~ ensure the ~~terms of any Maturity Date Extension Request that has become effective~~ pro rata treatment in accordance with ~~the provisions~~ Section 2.18(c) in respect of ~~this Section~~all Borrowings and Loans hereunder.

Appears in 1 contract

Sources: Amendment No. 1 and Extension Agreement (Williams Companies Inc)

Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section. Each Maturity Date Extension Request shall (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects option to extend ~~only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of~~ the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Initial Maturity Date of the ~~applicable Commitments and/or Loans shall, as~~ Facility to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Initial Extended Maturity Date (the “Initial Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(iOption”), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender written notice (each, an “Extension Notice”) of the Borrower’s request to exercise the Initial Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the Initial Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Extension Fee on or before the date that the applicable Initial Extension Option is effective (such date of effectiveness, the “Initial Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders~~ covenants contained in ~~accordance with their extended Revolving Commitments;~~ Section 5.04 immediately before and ~~(iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans~~, on ~~the Existing Maturity Date~~a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall ~~repay all~~ have provided such other information as is otherwise reasonably requested by the ~~Loans~~ Lender in connection with such extension. (b) The Borrower shall have the additional option to extend the Initial Extended Maturity Date of ~~such Class of each Declining Lender,~~ the Facility to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed thatAdditional Extended Maturity Date (the “Additional Extension Option”), subject to satisfaction of the following conditions (in the sole but good faith discretion of the Lender): (a) the Borrower shall have given the Lender an Extension Notice of the Borrower’s request to exercise the Additional Extension Option, at least sixty (60), but not more than one hundred twenty (120) days prior to the applicable Maturity Date; (b) the Borrower shall have paid or caused to be paid the non-refundable Additional Extension Fee on or before the date that the applicable Additional Extension Option is effective (such date of effectiveness, the “Additional Extension Effective Date”); (c) no Event of Default shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (d) no event of default under any of the Property Loan Documents constituting Material Debt shall have occurred and be continuing at the time of, or any time after, the delivery of the Extension Notice; (e) the Borrower shall have paid all third-party costs and expenses and all other reasonable and documented costs and expenses actually incurred by the Lender in connection with such extension, including without limitation, underwriting and title costs and the costs and reasonable and documented expenses of legal counsel; (f) all representations and warranties set forth in ~~Section 4.02~~the Loan Documents shall be true and correct as if remade on such date, ~~such repayments may be funded~~ after giving effect to changes in facts or circumstances since the Closing Date permitted by the Loan Documents and disclosed to the Lenders in writing; (g) the Borrower and its Subsidiaries are in compliance with the ~~proceeds of new Revolving Borrowings made simultaneously~~ covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately after such extension, together with supporting information demonstrating such compliance; and (h) the Borrower shall have provided such other information as is otherwise reasonably requested by the Lender in connection with such ~~repayments by the Revolving Lenders~~extension. (dc) ~~Notwithstanding~~ In the ~~foregoing~~event that an extension of the Facility is effected pursuant to this Section 2.16 (but subject to the provisions of Sections 2.05, no 2.06 and 6.01), the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Maturity Date as so extended. As of an Extension ~~Request shall become effective hereunder unless, on the Extension Effective~~ Date, ~~the conditions set forth in Section 4.02 shall be satisfied (with~~ any and all references in ~~such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and~~ this Agreement, the ~~Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding~~ Term Loan Notes, if any, or any ~~provision~~ of ~~this Agreement~~ the other Loan Documents to the ~~contrary, it is hereby agreed that no extension of an Existing~~ “Maturity Date” with respect to the Facility shall refer to the Maturity Date in ~~accordance with the express terms of this Section, or any amendment or modification~~ respect of the ~~terms and conditions of~~ Facility, as the ~~Commitments and the Loans of the Consenting Lenders effected pursuant thereto~~case may be, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)as so extended. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Trinity Place Holdings Inc.)

Appears in 1 contract

Sources: Credit and Guaranty Agreement

Extension of Maturity Date. (a) ~~The~~ From and after the Funding Date, the Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the ~~Lenders~~Lenders of the applicable Class of Loans) not less than ~~ten~~ 30 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then existing Maturity Date ~~for the applicable~~ with respect to any Class of ~~Commitments and/or~~ Loans hereunder ~~to be extended~~ (the “Existing Maturity Date”), request that the Lenders of such Class of Loans extend the Existing Maturity Date in accordance with this ~~Section~~Section 2.23. Each Maturity Date Extension Request shall (i) specify the applicable Class of ~~Commitments and/or~~ Loans ~~hereunder to be extended, (ii) specify~~ and the date to which the applicable Maturity Date is sought to be extended, (~~iii~~ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on ~~the~~ Loans of, and fees payable hereunder to, Consenting Lenders ~~(as defined below)~~ in respect of that portion of their ~~Commitments and/or~~ Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) ), and (iviii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension ~~Request;~~ Request (including in respect of amortization), provided that no such changes or modifications requiring approvals pursuant to ~~the provisos to~~ Section 9.02(b) shall become effective prior to the ~~Latest~~ Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each ~~applicable~~ Lender shall have the ~~right, but not the obligation,~~ right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the ~~Commitment and/or~~ Loans of such Lender with respect to which such Lender agrees to the extension of the Existing Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood ~~and agreed~~ that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing ~~Commitment and/or~~ Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its ~~Commitment and/or~~ Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of ~~Commitments and/or~~ Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable ~~Commitments and/or~~ Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the ~~applicable Commitments and/or~~ Loans of the Consenting Lenders (including interest and fees ~~(including Letter of Credit fees)~~ payable in respect thereof) ), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections ~~2.18(b)~~ 2.20 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s ~~Commitment and/or~~ Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the ~~Commitment and/or~~ Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder~~: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments~~, ~~not later than~~ on the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the ~~Revolving~~ Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder. For the avoidance of doubt, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely any amortization in respect of ~~a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all~~ the Loans of ~~such Class of each~~ a Declining ~~Lender,~~ Lender shall continue to be payable pursuant to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction terms of ~~the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~this Agreement. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a ~~Responsible~~ Financial Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this ~~Section~~Section 2.23, or any amendment or modification of the terms and conditions of ~~the Commitments and~~ the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section ~~2.07(c~~2.09(c) or Section ~~2.17(b~~2.19(b) or ~~2.17(c~~2.19(c) or any other provision of this Agreement requiring ~~the ratable reduction of Commitments or~~ the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this ~~Section~~Section 2.23.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Newmont Mining Corp /De/)

Extension of Maturity Date. Borrower shall have two (a2) ~~The Borrower may, by delivery of a~~ successive options to extend the scheduled Maturity Date ~~Extension Request~~ of the Loan to the ~~Administrative Agent (which shall promptly deliver a copy thereof to each~~ one-year anniversary of the ~~Lenders~~Maturity Date as theretofore in effect (the period of each such extension, an “Extension Term”), provided that (i) Lender approves Borrower’s right to extend the term of the Loan, as determined by Lender in Lender’s sole discretion; (ii) Borrower shall deliver to Lender written notice of its election of such Extension Term at least sixty (60) and not ~~less~~ more than ~~ten~~ ninety (90) days ~~(or such shorter period as agreed to by the Administrative Agent)~~ prior to the then ~~existing~~ applicable Maturity ~~Date~~ Date; (iii) no Event of Default shall have occurred and be continuing on either the date of such notice or the then applicable Maturity Date; (iv) Borrower shall have entered into an Interest Rate Protection Agreement for the applicable ~~Class of Commitments and/or Loans hereunder~~ Extension Term in form and substance acceptable to ~~be extended~~ Lender (including, without limitation, the ~~“Existing Maturity Date”)~~swapped rate or strike price, ~~request that the Lenders extend the Existing Maturity Date~~ as applicable) and otherwise in accordance with ~~this Section. Each Maturity Date~~ the terms of Section 2.8 hereof and shall have collaterally assigned such Interest Rate Protection Agreement to Lender pursuant to the terms of a collateral assignment in form and substance satisfactory to Lender; (v) the Loan-to-Value Ratio shall not be greater than 60%; (vi) for the first Extension ~~Request~~ Term the Debt Yield shall not be less than 14% and for the second Extension Term the Debt Yield shall not be less than 14.5%; (ivii) ~~specify~~ the value and cash flow of the Property at the time of the election by Borrower to exercise such extension and at the time of such extension satisfies Lender’s then applicable ~~Class~~ credit review and underwriting standards consistent with commercial banking industry standards at such time and there has been no material adverse change with respect to the other credit factors considered by Lender in connection with the origination of ~~Commitments and/or Loans hereunder~~ the Loan; (viii) if required by Lender, Borrower shall permit Lender or its agents or employees to perform, at Borrower’s sole cost and expense, an inspection of the Property, which inspection shall be ~~extended~~acceptable to Lender, in Lender’s sole discretion, (ix) Borrower shall have delivered to Lender, together with its notice pursuant to clause (ii) ~~specify~~ of this Section 2.9 and as of the commencement of the applicable Extension Term, an Officer’s Certificate, in form and substance acceptable to Lender, certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date ~~to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any,~~ of such Officer’s Certificate to the ~~Applicable Rate to~~ extent such representation and warranties are not matters which by their nature can no longer be ~~applied in determining~~ true and correct as a result of the ~~interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect~~ passage of ~~that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date)~~ time; and (ivx) ~~specify any other amendments or modifications~~ Borrower shall have paid to ~~this Agreement to be effected~~ Lender the Extension Fee and all reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees and expenses) incurred by Lender in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtainedextension. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the If Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed fails to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective option in accordance with the provisions of this ~~Section~~Agreement, such extension option, and any subsequent extension option hereunder, will automatically cease and terminate. Notwithstanding anything to the contrary set forth herein or in the other Loan Documents, Lender has no obligation to extend the term of the Loan and, unless the foregoing conditions, including, without limitation, Lender’s approval required pursuant to clause (i) above, have been met, Borrower has no right to an extension of the term of the Loan.

Appears in 1 contract

Sources: Loan Agreement (Condor Hospitality Trust, Inc.)

Extension of Maturity Date. (a) ~~The Borrower may~~No earlier than 90 days prior and no later than 30 days prior to each anniversary of the Closing Date, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall ~~promptly deliver~~ promptly, but in any event within three (3) Business Days after receipt of such notice, notify the Lenders and the Issuing Banks of such notice), the Borrower may request an extension of the Maturity Date then in effect (an “Extension Request”) for an additional one-year period; provided that (i) no more than two of such one-year extensions shall be permitted hereunder and (ii) the terms and conditions applicable to any such extension of Commitments and Letter of Credit Commitments with respect to a ~~copy thereof~~ particular Lender or Issuing Bank shall be the same as those applicable to each other Lender or Issuing Bank. 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) ~~not less than ten days~~ The Commitment of any Lender and the Letter of Credit Commitment of any Issuing Bank that declines or fails to respond to the Borrower’s request for an extension of the 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). On such ~~shorter period as~~ applicable Maturity Date, (i) the aggregate Commitments of all Lenders shall be reduced by the total Commitments of all Declining Lenders expiring on such Maturity Date, except to the extent one or more Eligible Assignees shall have agreed to by assume such Commitments with the ~~Administrative Agent) prior to the then existing Maturity Date for the applicable Class of Commitments and/or Loans hereunder to be~~ extended ~~(the “Existing Maturity Date”), request that the Lenders extend the Existing~~ Maturity Date in accordance with ~~this Section. Each Maturity Date Extension Request shall~~ Section 2.19(b) (~~i) specify the applicable Class of Commitments and/or Loans hereunder to be extended~~each, a “Replacement Lender”), and (ii) ~~specify~~ the ~~date~~ aggregate Letter of Credit Commitments of all Issuing Banks shall be reduced by the total Letter of Credit Commitments of all Declining Lenders expiring on such Maturity Date, except to ~~which~~ the ~~applicable~~ extent (x) one or more Extending Lenders or Replacement Lenders shall have agreed to assume such Letter of Credit Commitments and (y) such Extending Lender or Replacement Lender is an Issuing Bank on such Maturity Date. The Borrower shall pay in full Annex I the unpaid principal amount of all Loans owing to 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 Declining Lender under this Agreement, including any breakage fees or costs that are payable pursuant to Section 2.16, on the Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended applicable to such ~~new Maturity Date and~~ Declining Lender or the ~~time as~~ earlier replacement of ~~which~~ such ~~changes will become effective (which may be prior~~ Declining Lender pursuant to ~~the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected~~ Section 2.19(b). Further, in connection with ~~such~~ each Maturity Date, the Borrower shall Cash Collateralize the LC Exposure as and to the extent required pursuant to Sections 2.06(c) and 2.06(j)(iii). (c) So long as, and only if, the Required Lenders (calculated after giving effect to any replacements of Lenders permitted herein) have consented to the Extension Request and upon the satisfaction of the conditions precedent specified below in this clause (c), the Maturity Date shall be extended as to each Lender that agrees in its sole discretion pursuant to clause (a) above to extend its Commitment (each an “Extending Lender”) (irrespective of whether such Lender previously had been a Declining Lender), shall be extended to the Maturity Date specified in such Extension Request; provided that ~~no such changes or modifications requiring approvals pursuant~~ with respect to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable any previously Declining Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such who is an Extending Lender with respect to ~~which~~ a current Extension Request, by giving its consent, such Extending Lender ~~agrees~~ shall also be deemed to ~~the~~ have approved each prior extension of the Maturity ~~Date~~Date as to which it was a Declining Lender. Upon satisfaction of the conditions precedent provided in the next sentence, ~~delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and~~ the Administrative Agent ~~following~~ and Borrower shall promptly confirm to the ~~date on which~~ Lenders and the Issuing Banks any extension of the Maturity Date ~~Extension Request shall have been delivered by~~ pursuant to this Section 2.04, specifying the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect date of such ~~extended portion and a Declining Lender in respect~~ satisfaction of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof conditions precedent (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 Effective Date signed by a Responsible Officer of Borrower certifying that, as of the Extension Effective 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 Annex I giving effect to such extension, no Default or Event of Default has occurred and is continuing. (d) If the Maturity Date is extended in accordance with this Section, (i) the ~~Existing Maturity Date of~~ Administrative Agent shall record in the ~~applicable Commitments and/or Loans shall,~~ 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 ~~Consenting Lenders, be extended to~~ Administrative Agent on or before such ~~date as shall be specified therein~~Extension Effective Date, (ii) ~~the terms~~ Schedule 2.01 hereof shall be amended and ~~conditions of the applicable Commitments and/or Loans of the Consenting~~ restated to set forth all Revolving Lenders (including ~~interest~~ any Replacement Lenders) and ~~fees~~ Issuing Banks that will be Revolving Lenders and Issuing Banks hereunder (~~including~~ and their respective Commitments and Letter of Credit ~~fees~~Commitments) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) extensions and the Administrative Agent shall ~~have received~~ distribute to each Lender (including each Replacement Lender) and each Issuing Bank a ~~certificate~~ copy of such amended and restated Schedule 2.01, (iii) each Replacement Lender that 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 LC Exposure and obligation to ~~that effect dated~~ participate in Swing Line Loans on such date ~~and executed~~ 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 on such date as a percentage of the Commitments on such date) or the Swing Line Lenders, as applicable, without further action by ~~a Responsible Officer~~any party. (e) ~~Notwithstanding~~ If as a result of any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of ~~an Existing~~ the Maturity Date in accordance with this Section 2.04 there is more than one Maturity Date in effect at any time, the ~~express terms of this Section, or any amendment or modification of the terms~~ Borrower and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent ~~and the Consenting Lenders~~ may ~~enter into an amendment~~ make such amendments to this Agreement ~~to effect such modifications~~ as may be necessary to ~~reflect~~ ensure the ~~terms of any Maturity Date Extension Request that has become effective~~ pro rata treatment in accordance with ~~the provisions~~ Section 2.18(c) in respect of ~~this Section~~all Borrowings and Loans hereunder.

Appears in 1 contract

Sources: Amendment No. 1 and Extension Agreement

Extension of Maturity Date. (a) The Borrower may, ~~by delivery of a Maturity Date Extension Request~~ upon notice to the Administrative Agent (which shall promptly ~~deliver a copy thereof to each of the Lenders) not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date for~~ notify the applicable Class of ~~Commitments and/or~~ Lenders), request one or more extensions of the maturity date applicable to the maturity date applicable to the Term Loans ~~hereunder~~ or New Term Loans, as applicable, of a given Class (each, an “Existing Term Loan Tranche”) then in effect (such existing maturity date applicable to ~~be extended (~~any Class of Term Loans or New Term Loans being the “Existing Term Loan Maturity Date”~~), request that the Lenders extend the Existing Maturity Date~~ ) to a date specified in ~~accordance with this Section~~such notice. ~~Each Maturity Date Extension Request shall~~ Within 15 Business Days of delivery of such notice (i) specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein period as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent ~~following~~ shall mutually agree upon), each applicable Term Lender or New Term Lender, as the ~~date on~~ case may be, shall notify the Administrative Agent whether it consents to such extension (which consent may be given or withheld in such Term Lender’s or New Term Lender’s, as applicable, sole and absolute discretion). Any Term Lender or New Term Lender, as applicable, not responding within the ~~Maturity Date Extension Request~~ above time period shall be deemed not to have ~~been delivered by~~ consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Term Lenders and/or the New Term Lenders of such Term Lenders’ or the New Term Lenders’ responses, as applicable. (b) The maturity date applicable to any Class of Term Loans or New Term Loans, as applicable, shall be extended (such Term Loans so extended, the “Extended Term Loans”) only with respect to such Existing Term Loan Tranche, as applicable, held by such Term Lenders or New Term Lenders, as applicable, that have consented thereto (the Term Lenders or New Term Lenders providing term loans, as applicable, that so consent being the “Extending Term Lenders” and the Term Lenders or New Term Lenders providing term loans, as applicable, that declined being the “Non-Extending Term Lenders”) (it being understood and agreed ~~that any Lender that shall have failed to exercise such right~~ that, except for the consents of Extending Term Lenders, as ~~set forth above~~ applicable, no other consents shall be ~~deemed to be a Declining Lender~~required hereunder for such extensions). If ~~a Lender elects~~ so extended, the scheduled maturity date with respect to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect the Term Loans or New Term Loans of the ~~remaining portion of its Commitment and/or Loans~~relevant Class held by the Extending Term Lenders shall be extended to the date specified in the notice referred to in Section 2.16(a) above, ~~and~~ which shall become the ~~aggregate principal amount of each Type of Loans~~ new maturity date of the applicable Class of Term Loans or New Term Loans (such ~~Lender~~ maturity date for the Term Loans or New Term Loans, as applicable, so affected, the “Extended Term Loan Maturity Date”). The Administrative Agent shall ~~be allocated ratably among~~ promptly confirm to the ~~extended~~ applicable Extending Term Lenders and ~~non~~Non-~~extended portions of the Loans of~~ Extending Term Lenders such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by themextension, ~~then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as~~ specifying the effective date ~~thereof~~ of such extension (the “Term Loan Extension Effective Date”), the Existing Term Loan Maturity Date applicable to the Non-Extending Term Lenders, and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable to the Extending Term Lenders. The proposed terms of the Extended Term Loans to be established shall (x) be identical as offered to each Lender under the applicable tranche of Term Loan and (y) be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five (5) different maturity dates; (ii) (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term Loans held by the Non-Extending Term Lenders that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) (iv) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Loan Extension Effective Date, signed by a Senior Officer of the Borrower certifying that, before and after giving effect to such extension, the representations and warranties contained in Article 8 made by it that are qualified by materiality shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects, in each case on and as of the Term Loan Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, and no Default or Event of Default exists or will exist as of the Term Loan Extension Effective Date. (c) Notwithstanding anything to the contrary herein, (i) (i) the ~~Existing Maturity Date of~~ Borrower and/or the ~~applicable Commitments and/or Loans shall~~Extending Term Lenders shall have the right to appoint successor syndication agents or co-documentation agents, as in each case, to replace any such person that does not consent to continue its respective obligations and duties under the ~~Consenting Lenders, be extended to such date as shall be specified therein,~~ Credit Documents in connection with an extension under this Section 2.16 and (ii) ~~the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders~~ (~~including interest and fees (including Letter of Credit fees~~ii) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right~~, in accordance with the provisions of Sections 2.18(b) and 9.04~~, at any time prior to the Existing Term Loan Maturity Date, at the Borrower’s sole expense and effort, upon notice to ~~replace~~ such Non-Extending Term Lender, and the Administrative Agent, to require each such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 14.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a ~~Declining~~ Lender accepts such assignment), provided that (~~for~~ w) the ~~avoidance~~ Borrower shall have received the prior written consent of ~~doubt~~the Administrative Agent, ~~only in respect~~ which consent(s) shall not unreasonably be withheld or delayed, (x) each Non-Extending Term Lender shall have received payment of ~~that portion~~ an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such ~~Lender’s Commitment and/or Loans subject~~ outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (y) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 14.07(b), and (z) in no event shall the Borrower be entitled to exercise its replacement right under this subclause (c) with respect to a ~~Maturity Date Extension Request~~ Non-Extending Term Lender that ~~it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any~~ is also acting as the Administrative Agent. Any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining an Extending Term Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) Notwithstanding the ~~foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date~~terms of sectionSection 14.01, 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 Maturity Date Extension Request)~~ Borrower and the Administrative Agent shall ~~have received a certificate to that effect dated such date and executed by a Responsible Officer.~~ be entitled (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require without the consent of ~~all~~ any other Lenders ~~or all affected Lenders~~ except to the extent required under ~~Section 9.02(b).~~ subsection (fc) ~~The Borrower,~~ above) to enter into any amendments (an “Extension Amendment”) to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of the maturity date and ~~the Consenting Lenders may enter into an amendment~~ other amendments applicable to any Class of Term Loans or New Term Loans pursuant to this ~~Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.~~Section 2.16. [INTENTIONALLY OMITTED]

Appears in 1 contract

Sources: Refinancing Amendment and Successor Administrative Agent Agreement (MRC Global Inc.)

Extension of Maturity Date. Upon and subject to fulfillment of the following conditions to the satisfaction of Lender, Borrower shall have the right to extend the Maturity Date of the Loan to the First Extended Maturity Date (the "First Extension") and in the event that the First Extension has been effected, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the "Second Extension"): (a) ~~The~~ Prior to such extension, Borrower ~~may~~shall have delivered to Lender a written notice (the "Extension Notice") of the proposed extension on or before a date which is between 30 and 60 days prior to: (i) with respect to the First Extension, ~~by delivery of a~~ the Maturity Date ~~Extension Request~~ and (ii) with respect to the ~~Administrative Agent~~ Second Extension, the First Extended Maturity Date; (~~which shall promptly deliver a copy thereof to each~~ b) Not later than the commencement of the ~~Lenders~~relevant renewal period, Borrower shall have paid an extension fee to Lender in an amount equal to $105,000 (the "Extension Fee"); (c) ~~not less than ten days (or such shorter period as agreed to by the Administrative Agent) prior to the then existing Maturity Date~~ The Underwritable Net Operating Income for the twelve-month period immediately preceding the date the applicable ~~Class of Commitments and/or Loans hereunder~~ Extension Notice is received by Lender shall be at least equal to $7,800,000; (d) Any reserves which are required to be ~~extended~~ funded pursuant to this Agreement shall have been fully funded; (e) To the ~~“Existing Maturity Date”), request~~ extent Borrower has not previously delivered to Lender satisfactory evidence that ~~the Lenders extend the Existing Maturity Date~~ Borrower has made Capital Expenditures in accordance with ~~this Section. Each Maturity Date Extension Request~~ the Capital Expenditures Budget (the "Actual Capital Expenditures") equal to at least $3,500,000, Borrower shall ~~(i) specify~~ either deliver such evidence of the ~~applicable Class of Commitments and/or Loans hereunder~~ Actual Capital Expenditures to ~~be extended, (ii) specify~~ Lender in such amount or Borrower shall have funded the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date difference between $3,500,000 and the ~~time~~ Actual Capital Expenditures that were made by Borrower (such difference, the "Capital Expenditures Deposit") into the Capital Expenditures Account; and (f) No Event of Default shall have occurred and be continuing, either as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each applicable Lender shall have the right, but not the obligation, to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable Class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the ~~Existing Maturity Date of~~ date the ~~applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein,~~ Extension Notice is delivered or (ii) the ~~terms and conditions~~ date upon which the Extension Period is to otherwise commence. Each Extension Notice shall be accompanied by an Officer's Certificate of Borrower (A) stating that, as of the ~~applicable Commitments and/or Loans~~ date of such request, to the best of Borrower's knowledge, no Default has occurred and is continuing and (B) specifying the Underwritable Net Operating Income for the immediately preceding twelve-month period. Lender shall calculate the Underwritable Net Operating Income within thirty (30) days after Lender's receipt from Borrower of the ~~Consenting Lenders (including interest~~ Extension Notice, and ~~fees (including Letter of Credit fees) payable in respect~~ shall notify Borrower thereof~~) shall be modified~~ . If Borrower does not properly exercise its extension options as set forth in this Section 2.6, the Debt shall be due and payable in full on the Initial Maturity Date ~~Extension Request and (iii) such other modifications and amendments hereto specified in~~ or the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing First Extended Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Revolving Commitments; and (iii) solely in respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on the Existing Maturity Date, the Borrower shall repay all the Loans of such Class of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders. (d) applicable. Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective 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 Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any provision of this Agreement anything herein to the contrary, if Borrower notifies Lender in writing that it ~~is hereby agreed that no extension of an Existing Maturity Date in accordance with~~ intends to repay the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b). (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications Loan as ~~may be necessary to reflect the terms~~ of any Maturity ~~Date~~ Date, no Extension ~~Request that has become effective~~ Fee shall be due and payable by Borrower so long as Borrower actually pays the Debt in ~~accordance with the provisions~~ full within 15 days of ~~this Section~~such specified Maturity Date.

Appears in 1 contract

Sources: Loan Agreement (Reckson Associates Realty Corp)

Extension of Maturity Date. (a) The Borrower may, by ~~delivery of a Maturity Date Extension Request~~ notice to the Administrative Agent (which shall promptly deliver a copy ~~thereof~~ to each of the Lenders) given not less than ~~ten~~ 60 days ~~(or such shorter period as agreed to by the Administrative Agent)~~ and not more than 90 days prior to each anniversary of the ~~then existing Maturity~~ Amendment Effective Date ~~for the applicable Class of Commitments and/or Loans hereunder to be extended~~ (~~the “Existing Maturity~~ each such anniversary, an "Extension Date~~”),~~ ") request that the Lenders extend the Maturity Date at any time in effect (the "Existing Maturity ~~Date in accordance with this Section~~Date") for an additional year. Each ~~Maturity Date~~ Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 30th day prior to such Extension ~~Request~~ Date, advise the Borrower whether or not it agrees to such extension on the terms set forth in such notice. Any Lender that has not so advised the Administrative Agent by such day (or such later date as the Administrative Agent and the Borrower shall otherwise agree) shall be deemed to have declined to agree to such extension. (b) The Borrower shall have the right at any time thereafter, to (i) ~~specify the applicable Class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to~~ require any Lender which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Loans of, and fees payable hereunder to, Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 9.02(b) shall become effective prior to the Latest Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have advised or been ~~delivered by~~ deemed to advise the ~~Borrower, each applicable Lender shall have the right, but~~ Borrower that it will not ~~the obligation, to~~ agree to ~~the~~ an 41 36 extension of the Existing Maturity Date ~~and other matters contemplated thereby on the terms~~ (each a "Non-Extending Lender") to transfer without recourse (in accordance with and subject to the ~~conditions set forth therein~~ restrictions contained in Section 10.04) all its interests, rights and obligations under this Agreement in respect of Commitments and Revolving Loans to one or more other banks or financial institutions (~~each Lender agreeing to the Maturity Date Extension Request~~ any such bank or other financial institution being ~~referred to herein as~~ called a ~~“Consenting~~ "Substitute Lender~~” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”~~"), which ~~right~~ may include any Lender; provided that such Substitute Lender, if not already a Lender hereunder, shall be ~~exercised by written notice thereof, specifying the maximum amount of the Commitment and/or Loans of such Lender with respect to which such Lender agrees~~ subject to the ~~extension~~ approval of ~~the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by~~ the Borrower and the Administrative Agent ~~following~~ (which approval shall not be unreasonably withheld) and shall execute all such documentation as the ~~date on which the Maturity Date Extension Request~~ Administrative Agent shall specify to evidence its status as a Lender hereunder or (ii) if no Default shall have ~~been delivered by the Borrower~~ occurred and be continuing, prepay (~~it being understood and agreed~~ without regard to any provisions hereof that ~~any Lender that shall have failed to exercise such right as set forth above shall be deemed~~ require prepayments to be ~~a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be a Consenting Lender~~ made ratably among the Lenders) in ~~respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of~~ full all Loans of a Non-Extending Lender, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and terminate the ~~applicable Class~~ Commitment of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments and/or Loans shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the applicable Commitments and/or Loans of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof) shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.18(b) and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacementfull. (c) ~~If a~~ The Existing Maturity Date ~~Extension Request has become effective hereunder:~~ for those Lenders (iincluding Substitute Lenders) ~~solely~~ consenting (the "Consenting Lenders") to an extension in ~~respect~~ accordance with paragraph (a) or (b) above, as applicable, shall be automatically extended for an additional year and the Commitment of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, not later than the Existing Maturity Date, the Borrower shall make prepayments of Revolving Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.04(i), such that, each Non-Extending Lender (after giving effect to ~~such prepayments~~ each termination, transfer and ~~such provision of cash collateral, the Aggregate Revolving Exposure as of such date will not exceed the aggregate Revolving Commitments of the Consenting Lenders extended~~ assignment pursuant to this Section (and the Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Aggregate Revolving Exposure would exceed the aggregate amount of the Revolving Commitments so extended); (ii) solely in respect of a Maturity Date Extension Request that has become effective in respect of the Revolving Commitments, on the Existing Maturity Date, the Revolving Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) ~~of this Section, terminate, and the Borrower~~ above) shall repay all the Revolving Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders either (i) terminate in accordance with ~~their extended Revolving Commitments; and~~ paragraph (~~iii~~b) ~~solely~~ above or (ii) remain in ~~respect of a Maturity Date Extension Request that has become effective in respect of a Class of Term Loans, on~~ effect until the Existing Maturity ~~Date, the Borrower shall repay all the Loans of such Class of each Declining Lender,~~ Date in effect prior to ~~the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing~~ giving effect to ~~such Declining Lender hereunder, it being understood and agreed that, subject~~ any extension pursuant to ~~satisfaction of the conditions set forth in Section 4.02, such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Revolving Lenders~~this Section. (d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section The decision to ~~a Borrowing being deemed~~ agree or withhold agreement to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer. (e) Notwithstanding any ~~provision of this Agreement to the contrary, it is hereby agreed that no~~ extension of an the Existing Maturity Date ~~in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Consenting Lenders effected pursuant thereto,~~ hereunder shall be ~~deemed to (i) violate~~ at the ~~last sentence~~ sole discretion of Section 2.07(c) or Section 2.17(b) or 2.17(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b)each Lender. (f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (Seagram Co LTD)

Common use of Extension of Maturity Date Clause in Contracts