Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day. (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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless: (i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and (iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request. (h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 5 contracts
Sources: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date on which an extension occursdate, an “Extension Date”) such Lender’s then effective that is one year after the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day).
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrower’s extension request (the “applicable Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 2.17 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of the date of such Extension Date Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(ih) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 5 contracts
Sources: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent Agent, the Swingline Lender and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder following the Amendment and Restatement Effective Date and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 5 contracts
Sources: Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.), Revolving Credit Agreement (ITC Holdings Corp.)
Extension of Revolving Credit Maturity Date. The Borrower shall have one (1) option to extend (the “Option to Extend”) the Revolving Credit Maturity Date by one (1) year upon satisfaction of each of the following conditions precedent:
(a) The Borrower may at any time from time shall provide the Administrative Agent with written notice of the Borrower’s request to time exercise the Option to Extend not more than ninety one hundred twenty (90120) days and but not less than thirty forty-five (3045) days prior to any anniversary of the Closing Date (other than the initial Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.;
(b) Each Lender, acting in its sole and individual discretion, shall, As of the date of receipt by notice to the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received of written notice of the Borrower’s extension request (to exercise the “Lender Notice Date”), advise Option to Extend and as of the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its initial Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on shall have occurred and be continuing, and the applicable Extension Date and immediately after giving effect theretoBorrower shall so certify in writing;
(iic) the All representations and warranties made or deemed made by the Borrower contained herein or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (or in all respects if unless such representation and warranty is qualified by materiality or Material Adverse Effectmateriality, in which event such representation and warranty shall be true and correct in all respects) on and as of the applicable Extension date of receipt by the Administrative Agent of written notice of the Borrower’s request to exercise the Option to Extend and as of the initial Revolving Credit Maturity Date and after giving effect thereto with the same force and effect as though such representations and warranties had been if made on and as of such Extension Date (date, except where to the extent that such representations and warranties expressly relate solely to an earlier date, date (in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if unless such representation and warranty is qualified by materiality or Material Adverse Effectmateriality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances permitted under the Loan Documents, and the Borrower shall so certify in writing;
(d) The Borrower shall execute or cause the execution of all documents reasonably required by the Administrative Agent to effect the exercise of the Option to Extend; and
(iiie) On or before the initial Revolving Credit Maturity Date, the Borrower shall pay to the Administrative Agent shall have received a certificate from (for the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation account of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere Lenders) the extension fee provided for in this AgreementSection 3.5(d).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date)may, by notice delivery of a written request to the Administrative Agent (who which shall promptly notify deliver a copy to each of the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective not less than 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect at the time of such request, request that the Lenders extend the Revolving Credit Maturity Date for an additional period of one year (the “Revolving Credit Maturity Date Extension Request”); provided that there shall be no more than two extensions of the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”) ). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the date that is one year after account of such Lender’s Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be and on the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend the Borrower shall also make such other prepayments of its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date Loans pursuant to Section 2.10 as shall be deemed required in order that, after giving effect to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Maturity Date.
(c) The Administrative Agent Exposures and the aggregate principal amount of the outstanding Revolving Loans shall promptly notify not exceed the Borrower total Revolving Commitments. Notwithstanding the foregoing provisions of each Lender’s determination under this Section.
(d) The paragraph, the Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shallSection 9.04, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if at any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately time prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except thatDate, if such date is not to replace a Business Day, such Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) Extension Request, and each Additional Commitment any such replacement Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as constitute a Lender hereunder and shall have the obligations of a Lender hereunderConsenting Lender. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions extension of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 paragraph shall not be become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to any Extending Lender unless:
the Borrower under Section 4.01(b) through (i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after d), giving effect thereto;
to such extension and (ii) on the representations and warranties made by anniversary of the date that immediately follows the date on which the Borrower contained herein delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be true satisfied and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on dated such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)executed by a Responsible Officer.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Kirby Corp), Credit Agreement (Kirby Corp)
Extension of Revolving Credit Maturity Date. (a) The Provided that no Default or Event of Default has occurred and is continuing, Borrower may at any time from time may, by written notice to time Agent (with sufficient copies for each Lender) (which notice shall be irrevocable and which shall not more than ninety be deemed effective unless actually received by Agent)
(90i) days and not less than thirty (30) days prior to any anniversary April 30, but not before April 1 of 2007, request that the Closing Revolving Credit Lenders extend the then applicable Revolving Credit Maturity Date to May 1, 2012, and (other ii) prior to April 30, but not before April 1 of each year thereafter, request that the Revolving Credit Lenders extend the then applicable Revolving Credit Maturity Date to a date that is one (1) year later than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend Date then in effect (each such date on which an extension occursrequest, an a “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending LenderRequest”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent Lender shall, not later than June 1 of such fact promptly after year, give written notice to the Agent stating whether such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender is willing to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total Request from each of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateLenders, then, effective as upon the date of the applicable Extension Date, Agent’s receipt of all such written approvals from the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and so extended for such additional one (y1) any extension of any year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date, and Agent shall promptly notify the Borrower that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Revolving Credit Lender gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Revolving Credit Lender fails to provide written approval to Agent of each Nonsuch a Request within thirty (30) days of receipt thereof, then (w) the Revolving Credit Lenders shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Borrower to such extension request.
request extensions thereof under this Section 2.16), and (hy) On the commitments of the Revolving Credit Lenders to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Borrower thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Noble International, Ltd.), Credit Agreement (Noble International, Ltd.)
Extension of Revolving Credit Maturity Date. (a) The Borrower Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent (with sufficient copies for each Bank) (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent) prior to 60 days prior to Anniversary Date of fiscal years 1999 and/or 2000, as the case may at any time from time be, request that the Banks extend the then applicable Revolving Credit Maturity Date to time a date that is one year later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). Each Bank shall, not more than ninety (90) days and not less later than thirty (30) calendar days prior to any anniversary following the date of its receipt of the Closing Date (other than the Revolving Credit Maturity Date)Request, by give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date mean such extended date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from promptly notify the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to Company that such extension.
(g) It is understood and agreed that extension has occurred. In no event however, shall the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension requestbe extended beyond February 26, 2003.
(hb) On If (i) any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Non-Extending Lendersuch a Request within thirty (30) calendar days of the date of such Bank's receipt of the Request, then (iw) the Banks shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company to request extensions thereof under this Section 2.9), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Banks to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alrenco Inc), Revolving Credit Agreement (Alrenco Inc)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Borrowers may, by written notice to time Agent (with sufficient copies for each Lender) (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent) days and not less than thirty (30) days prior to any anniversary of December 31, 2010, but not before November 30, 2010, request that the Closing Lenders extend the then applicable Revolving Credit Maturity Date (other to a date that is one year later than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend Date then in effect (each such date on which an extension occursrequest, an a “Extension DateRequest”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(b) ). Each Lender, acting in its sole and individual discretion, Lender shall, by notice to the Administrative Agent given not later than the date that is 10 Business Days sixty (or 60) days after receipt of such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrower’s extension request notice (the “Lender Notice Date”), advise give written notice to the Administrative Agent stating whether or not such Lender agrees is willing to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent’s receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension so extended for an additional one year period from the current date of any maturity, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify Borrowers that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Lender gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Nonsuch a Request on or before the applicable Lender Notice Date, then (w) the Lenders shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Borrowers to such extension request.
request extensions thereof under this Section 2.12), and (hy) On the commitments of the Lenders to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Borrowers thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (PMFG, Inc.), Revolving Credit and Term Loan Agreement (Peerless Manufacturing Co)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than may, annually during the period between ninety (90) days and not less than thirty sixty (3060) days prior to any each anniversary (each, a “Revolving Credit Anniversary”) of the Closing Date (other than the Revolving Credit Maturity Date)date of this Agreement and so long as no Default or Event of Default exists, by notice deliver a request to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which for an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify Date to a date which is one year from and after the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date Anniversary immediately following such request (the “Requested Revolving Credit Extension Date”). The request shall be accompanied by an updated budget for the Loan Parties for the upcoming Fiscal Year. Within thirty (30) days after delivery of any Non-Extending such request, each Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by shall notify the Administrative Agent and each Letter of Credit Issuer in accordance with writing as to whether it agrees to such extension. If the procedures provided in Section 12.7Lenders agree to such extension, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition entitled to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date to the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such request, the Administrative Agent shall be permitted hereunder and (y) any extension of any advise the Borrower as to whether the Lenders have agreed to the extension, subject to final documentation. The extended Revolving Credit Maturity Date pursuant shall be binding upon only those Lenders that have provided their consent to this Section 2.16 shall the extension. If the Lenders have not be effective with respect consented to any Extending Lender unless:
(i) there shall exist no Default or Event of Default an extension requested by the Borrower, on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the then current Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principal, interest and fees shall be paid to the Administrative Agent, the amount of each Non-Extending Lender Lenders’ L/C Exposure shall remain unchanged and be deposited with the repayment Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower’s Obligations to the Lenders in respect of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination Letters of their Commitments shall occur on Credit outstanding after the then existing current Revolving Credit Maturity Date without giving effect to such extension request.
(h) On and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) be returned to the Borrower shall repay as soon as reasonably possible after the term of such Non-Extending Lender in accordance with Section 2.5 (Letter of Credit expires or the amount thereof is reduced if and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary that the Lenders have not been called upon to keep make payment on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn after the then current Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateMaturity Date, and the Administrative Agent shall administer any necessary reallocation may apply the amounts held as collateral security in repayment of the Revolving Credit Exposures (without regard Borrower’s obligations with respect to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)such Letter of Credit.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Postmedia Network Canada Corp.), Revolving Credit Agreement (Postmedia Network Canada Corp.)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days On and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity first Anniversary Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Datehereof, the Revolving Credit Maturity Date may be extended for successive one year periods at the request of the Borrower with the express consent of each Extending Lender and of as provided below. Not later than the date 60 days prior to each Additional Commitment Lender shall be extended Anniversary Date, the Borrower shall, at its option, in a written notice to the date that is one year after the Existing Revolving Credit Maturity Date Agent request (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Dayan "Extension Request") and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on be extended for a period of one year. The Agent shall promptly inform the Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Agent its express written consent thereto no later than such Anniversary Date. If (i) any date Lender notifies the Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of determination the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Agent shall so notify the Borrower and the Borrower, at its option, may replace each Lender which has not be agreed to such Extension Request (a date more "Nonextending Lender") with another commercial lending institution (a "Replacement Lender") by giving (not later than five (5) years 90 days after such Anniversary Date) notice of the name of such Replacement Lender to the Agent. Upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than the date which is 120 days after such Anniversary Date) assign all of determinationits interests hereunder to such Replacement Lender in accordance with the provisions of Section 9.14(c) hereof. If, whether prior to the date which is 120 days after such date Anniversary Date some, but not all, of determination is made before or after giving effect the Lenders have agreed to any extension request made hereunder.
(f) Notwithstanding such Extension Request, and each Nonextending Lender has not been replaced by the foregoingBorrower in accordance with the terms of this Section 2.03, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any extended in accordance with such Extension Request; provided, however, that on the original Revolving Credit Maturity Date pursuant (as such date may have been previously extended), the Borrower shall pay to this Section 2.16 the Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of all outstanding Revolving Credit Loans, together with interest thereon, and all fees due and payable to such Nonextending Lender and the total Revolving Credit Commitment shall not be effective with respect irrevocably reduced by an amount equal to the Commitment of each Nonextending Lender. If all Lenders consent to any Extending Lender unless:
such Extension Request (i) there shall exist no Default or Event or, if any Nonextending Lenders are replaced in accordance with this Section), then as of Default 5:00 p.m. Pittsburgh time on the applicable Extension date which is 120 days after such Anniversary Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged be deemed to have been extended for, and shall be the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on date, one year after the then existing effective Revolving Credit Maturity Date without giving effect to such extension requestDate.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may may, on no more than two occasions, by sending an Extension Request to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), at least thirty-five (35) days in advance of the Revolving Credit Maturity Date in effect at such time (including at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to thereto on or after any anniversary of the Closing Date), request that the Lenders extend such Revolving Credit Maturity Date (other than then in effect to the first anniversary of the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s Date then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(b) in effect. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 20th day after the date on which of the Administrative Agent received Extension Request, or if such day is not a Business Day, the Borrower’s extension request immediately following Business Day (the “Lender Notice Response Date”), ) advise the Administrative Agent in writing whether or not such Lender ▇▇▇▇▇▇ agrees to such extension (each Lender that determines to so advises the Administrative Agent that it will not extend its the Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not being referred to so extend its Revolving Credit Maturity Date (herein as a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and ; provided that any Lender (which includes each Letter of Credit Issuer and the Swingline Lender) that does not so advise the Administrative Agent on or before by the Response Date and any Defaulting Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.
(i) If, on the Response Date, Lenders holding Revolving Credit Commitments that aggregate to 50% or more of the total Revolving Credit Commitments shall not have agreed to extend the Revolving Credit Maturity Date, then such Revolving Credit Maturity Date shall not be so agreeextended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Revolving Credit Maturity Date.
(ii) If (and only if), and it is understood and on the Response Date, Lenders holding Revolving Credit Commitments that aggregate to more than 50% of the total Revolving Credit Commitments shall have agreed to extend the Revolving Credit Maturity Date, then the Revolving Credit Maturity Date that no shall so have agreed shall be the first anniversary of the current Revolving Credit Maturity Date (subject to satisfaction of the conditions set forth in Section 2.15(d)). In the event of such extension, the Revolving Credit Commitment of each Non-Extending Lender shall have any obligation whatsoever terminate on the Revolving Credit Maturity Date in effect prior to agree such extension, all Loans and other amounts payable hereunder to any request made such Non-Extending Lenders shall become due and payable on such Revolving Credit Maturity Date and the total Revolving Credit Commitments of the Lenders hereunder shall be reduced by the Borrower for extension Revolving Credit Commitments of the Non-Extending Lenders so terminated on such Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify In the Borrower event that the conditions of each Lender’s determination under this Section.
clause (db)(ii) The above have been satisfied, the Borrower shall have the right, but shall not be obligated, right on or before the applicable Revolving Credit Maturity Date for in effect prior to the requested extension, at its own expense, to require any Non-Extending Lender to replace such Non-Extending Lender with, transfer and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption assign without recourse (in accordance with and subject to the restrictions contained in Section 12.614.6) all its interests, with rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which may include any Lender (each, an “Additional Lender”), provided that (w) such Additional Commitment Lenders shallLender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Letter of Credit Issuers (such approval not to be unreasonably withheld), (x) such assignment shall become effective on or before as of a date specified by the Borrower (which shall not be later than the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and requested extension); (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending the Additional Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder; and (z) such Non-Extending Lender shall not be required to sign and deliver any assignment form in order for such assignment to become effective.
(d) As a condition precedent to each such extension, the Borrower shall deliver to the Administrative Agent (i) a certificate of the other obligations owing to it under this Agreement) Borrower dated as of the Revolving Credit Maturity Date then in effect signed by an officer of the Borrower certifying that, before and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on to such date extension, (A) the representations and pay any additional amounts required pursuant to warranties contained in Section 2.118 (including Section 8.18) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation other Credit Documents are true and correct on and as of the Revolving Credit Exposures (without regard to any minimum borrowingMaturity Date, pro rata borrowing and/or pro rata payment requirements and except that for purposes of this Section 2.15, the representations and warranties contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 8.9 shall be deemed to refer to the contrarymost recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.1, and (B) no Default or Event of Default exists and (ii) such other customary certificates, resolutions and opinions as the Administrative Agent may reasonably request. In addition, no such extension of the Revolving Credit Facility shall be effective if on the Revolving Credit Maturity Date then in effect, the Aggregate Revolving Credit Outstandings would exceed the Revolving Credit Commitments then being extended.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Borrowers may, by written notice to time Agent (with sufficient copies for each Lender) (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent) days and not less than thirty (30) days prior to any anniversary March 1, but not before February 1 of each year beginning in 2003, request that the Closing Lenders extend the then applicable Revolving Credit Maturity Date (other to a date that is one year later than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend Date then in effect (each such date on which an extension occursrequest, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”"Request"). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly later than 30 days after such determination (but in any event no later than the Lender Notice Date)Request, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for such additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrowers that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Lender gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Nonsuch a Request on or before 30 days after the applicable Request, then (w) the Lenders shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Borrowers to such extension request.
request extensions thereof under this Section 2.17), and (hy) On the commitments of the Lenders to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Borrowers thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Revolving Credit Agreement (Plastipak Holdings Inc)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Borrowers may, by written notice to time Agent (with sufficient copies for each Bank) (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent) days and not less than thirty (30) days prior to any anniversary July 1, but not before June 1 of each year beginning in 2000, request that the Closing Banks extend the then applicable Revolving Credit Maturity Date (other to a date that is one year later than the Revolving Credit Maturity DateDate then in effect (each such request, a "Request"). Each Bank shall, by not later than July 30 of such year, give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for such additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrowers that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Nonsuch a Request on or before July 30 of such year, then (w) the Banks shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Borrowers to such extension request.
request extensions thereof under this Section 2.15), and (hy) On the commitments of the Revolving Credit Banks to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Borrowers thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Saturn Electronics & Engineering Inc)
Extension of Revolving Credit Maturity Date. (a) The Borrower Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent (with sufficient copies for each Bank) (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent) prior to May 1st, but not before April 1st, of fiscal years 1998 and/or 1999, as the case may at any time from time be, request that the Banks extend the then applicable Revolving Credit Maturity Date to time a date that is one year later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). Each Bank shall, not more than ninety (90) days and not less later than thirty (30) calendar days prior to any anniversary following the date of its receipt of the Closing Date (other than the Revolving Credit Maturity Date)Request, by give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date mean such extended date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from promptly notify the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to Company that such extension.
(g) It is understood and agreed that extension has occurred. In no event however, shall the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension requestbe extended beyond November 27, 2001.
(hb) On If (i) any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Non-Extending Lendersuch a Request within thirty (30) calendar days of the date of such Bank's receipt of the Request, then (iw) the Banks shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company to request extensions thereof under this Section 2.9), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Banks to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than Commitments shall terminate on the Revolving Credit Maturity Date). Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof, by notice to US Borrower may deliver a Request for Extension, requesting that the Administrative Agent (who shall promptly notify Lenders extend the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date for an additional one-year period; provided that such extension shall not occur more than one time during the term of this Agreement. If US Borrower requests such an extension, each Lender shall notify US Borrower on or before 30 days following delivery of such Request for Extension (such date, the “Existing Consent Deadline”) whether it has consented to extend the Revolving Credit Maturity Date for an additional one-year period. Agent and the Lenders may, each in their sole and individual discretion, elect to extend the Revolving Credit Maturity Date”) , it being understood that any Lender who has not responded to such extension request by the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date Consent Deadline shall be the immediately succeeding Business Daydeemed to have rejected such request.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to If Lenders holding more than 50% of the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Commitment elect to so extend its the then existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its the Revolving Credit Maturity Date (a “Nonwill automatically be extended for an additional one-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lenderyear period only for those extending Lenders. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Nonthe non-Extending extending Lenders shall remain unchanged. So long as no Event of Default then exists, then US Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and Agent, require such non-extending Lender to replace such Non-Extending Lender withassign and delegate, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date10.911.10), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent all of the Borrower but without the consent of any other Lenders.
(e) If (its interests, rights and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of obligations under this Agreement and the related Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be bound by the provisions of this Agreement as another Lender, if a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed accepts such assignment); provided that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the US Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct paid to Agent the assignment fee (if any) specified in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) Section 10.911.10 and (ii) such non-extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (Bto the extent of such outstanding principal and accrued interest and fees) certifying and attaching or US Borrower (in the resolutions adopted by the Borrower approving or consenting to such extensioncase of all other amounts).
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(hc) On the Revolving Credit Maturity Date of each Nonfor any non-Extending Lenderextending Lenders, (i) US Borrower shall repay all outstanding Revolving Loans due and payable to such non-extending Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid commitment fees hereunder), (ii) each of the non-extending Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(v) hereof with respect to any outstanding Swing Loans and under Section 2.2(c)(iii) hereof with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Loans, risk participation obligations with respect to any outstanding Swing Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related Letter of Credit Exposure) shall be automatically reallocated among the extending Lenders based on each such Lender’s Revolving Credit Commitment and (iv) to the extent that the Revolving Credit Exposure would exceed the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and after giving effect to such reallocation pursuant to the immediately preceding clause (ii) the iii), US Borrower shall repay such Non-Extending Lender prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.5 3.7 hereof.
(and d) Any extension shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders be effective as of the date of the amendment effecting such dateextension and each such amendment shall be conditioned upon (i) no Default or Event of Default, (ii) accuracy in all material respects of the representations and warranties set forth in this Agreement and (iii) such other conditions as each extending Lender shall require. The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the Administrative other Loan Documents with US Borrower as may be necessary or appropriate in the reasonable opinion of Agent shall administer any necessary reallocation of and US Borrower in order to extend the Revolving Credit Exposures (without regard to Maturity Date on terms consistent with this Section 2.15. US Borrower shall pay any minimum borrowingreasonable and documented out-of-pocket attorneys’ fees or other reasonable and documented out-of-pocket expenses of Agent in connection with the documentation of any such extension, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)as well as such other fees, if any, as may be agreed upon between Borrowers and Agent.
(ie) This Section Unless Agent, the Fronting Lender and Swing Line Lender have each agreed in their respective sole discretions to act as Agent, Fronting Lender or Swing Line Lender (as the case may be) following the extended Revolving Credit Maturity Date, a successor Agent, Fronting Lender or Swing Line Lender (as the case may be) shall supersede any provisions in Section 2.7 have been appointed by the Lenders to act as Agent, Fronting Lender or Section 12.1 to Swing Line Lender (as the contrarycase may be) commencing on the extended Revolving Credit Maturity Date.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Bank (a) The Borrower may at any time from time which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank), prior to time April 15, but not more before March 15, of each year beginning in 2004 request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is 364 days later than ninety the Revolving Credit Maturity Date then in effect (90) days and each such request, a "Request"). Each Bank shall, not less later than thirty (30) calendar days prior following the date of its receipt of a Request, give written notice to any anniversary of the Closing Date (other than Agent stating whether such Bank is willing to extend the Revolving Credit Maturity Date)Date as requested. If Agent has received the aforesaid written approvals of such Request from each of the Banks, by notice to the Administrative Agent then, effective on (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”but not before) such Lender’s then effective Revolving Credit Maturity Date (so long as no Default or Event of Default has occurred and is continuing and none of the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business DayBanks has withdrawn its approval, such Extension Date shall be the immediately succeeding Business Day.
(b) Each Lenderin writing, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”prior thereto), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension so extended for an additional period of any 364 days, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) there shall exist no Default or Event of Default on any Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Non-Extending Lender shall remain unchanged and the repayment Request within thirty (30) calendar days of all obligations owed the date of Agent's receipt of such Request, or (iii) withdraws its approval in writing prior to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, then in effect then (ix) the Banks shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (y) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company, to request extensions thereof under this Section 2.16) and (iiz) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Banks to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company and the Banks thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. The Revolving Credit Maturity Date may be extended with respect to a Lender for an additional 364 day period with the express written consent of such Lender (ato be at such Lender's sole discretion) The as provided below. If the Borrower may at any time from time desires to time not more extend the Revolving Credit Maturity Date it shall send a request therefor, which shall be made to all Lenders, to the Administrative Agent; provided that the Borrower must, to the extent the Other Credit Agreement is in effect, also request the extension of the "Revolving Credit Maturity Date" under the Other Credit Agreement. No earlier than ninety (90) the date 45 days and not less no later than thirty (30) the date 40 days prior to any anniversary the Revolving Credit Maturity Date the Borrower shall, at its option, in a written notice to the Administrative Agent request that the Revolving Credit Maturity Date be extended for a period of 364 days. The Administrative Agent shall promptly inform the Closing Date (other Lenders of such request. Each Lender that agrees with such request shall deliver to the Administrative Agent its express written consent thereto no earlier than the date 30 days and no later than the date 27 days prior to the Revolving Credit Maturity Date), . If the aggregate amount of (i) the Revolving Credit Commitment Amount of the Lenders so consented and (ii) the Revolving Credit Commitment Amount to be assumed by notice the Replacement Lenders or the existing Lenders (as provided below) equals or exceeds 85% of the Total Revolving Credit Commitment in effect as of the 10th day prior to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) then in effect, then, with respect to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 which has consented to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) sentence and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by with respect to the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarityReplacement Lenders, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder extended for, and (y) shall thereafter be the date, 364 days after the then effective Revolving Credit Maturity Date. If any extension of any Lender notifies the Administrative Agent in writing on or before the 27th day prior to such then effective Revolving Credit Maturity Date pursuant that it will not consent to this Section 2.16 such Extension Request or shall not be effective with respect have in writing expressly consented to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier dateRequest as provided in the preceding sentence, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) then the Administrative Agent shall have received so notify the Borrower and the Borrower, at its option, may replace each Nonextending Lender with another commercial lending institution reasonable satisfactory to the Administrative Agent (a certificate "Replacement Lender") and/or with one or more of the existing Lenders by giving notice of the name of such Replacement Lender and/or such existing Lenders to the Administrative Agent by the 15th day prior to the then effective Revolving Credit Maturity Date. Unless either Agent shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) on or before the 10th day prior to the then effective Revolving Credit Maturity Date, upon notice from the Borrower signed Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the close of business on the then effective Revolving Credit Maturity Date) assign all of its interests hereunder to such Replacement Lender and/or such existing Lenders in accordance with the provisions of Section 9.14(c) hereof. Such Replacement Lender shall have a Revolving Credit Commitment and shall have a Revolving Credit Commitment Amount equal to the then most recently effective Revolving Credit Commitment Amount of the related Nonextending Lender (less the amount assumed, if any, by such existing Lenders). To the extent any Nonextending Lender is not replaced with a Replacement Lender or the Revolving Commitment Amount of such Nonextending Lender is not assumed by an Authorized Officer of existing Lender, on the Borrower (A) certifying then effective Revolving Credit Maturity Date the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted Total Revolving Credit Commitments shall be reduced by the Borrower approving Revolving Credit Committed Amount of each such Nonext ending Lender which is not so replaced or consenting to such extension.
(g) It is understood and agreed that so assumed. If the Revolving Credit Maturity Date of each Non-Extending with respect to a Lender shall remain unchanged and the repayment of all obligations owed to them is extended pursuant to this Agreement Section 2.17, the Competitive Bid Expiration Date with respect to such Lender shall be deemed to have been extended for, and any related loan documents and shall be the termination of their Commitments shall occur on date, not more than 364 days after the then existing Revolving effective Competitive Bid Expiration 32 38 Date. To the extent the Other Credit Maturity Date without giving effect to such extension request.
(h) On Agreement is in effect, the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the "Revolving Credit Commitment Amount" of each Non-Extending a Nonextending Lender under the Other Credit Agreement shall automatically terminate and (ii) be replaced or assumed at the Borrower shall repay same percentage by such Non-Extending Replacement Lender in accordance with Section 2.5 (and shall pay to and/or such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)existing Lenders.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Short Term Revolving Credit Agreement (Foster Wheeler Corp)
Extension of Revolving Credit Maturity Date. (a) The Revolving Credit Maturity Date may be extended for successive one year periods at the request of the Borrower may at any time from time to time not more with the express consent of each Lender as provided below. Not later than ninety (90) days and not less than thirty (30) the date 90 days prior to any anniversary of each Anniversary Date, the Closing Date Borrower shall, at its option, in a written notice to the Agent request (other than an "Extension Request") that the Revolving Credit Maturity Date be extended for a period of one year. The Agent shall promptly inform the Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Agent its express written consent thereto no later than 60 days prior to such Anniversary Date. If (i) any Lender notifies the Agent in writing on or before the 60th day prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Agent shall so notify the Borrower and the Borrower, at its option, may replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Agent (a "Replacement Lender") by giving notice (not later than the date 30 days prior to such Anniversary Date) of the name of such Replacement Lender to the Agent. Unless the Agent shall object to the identity of such proposed Replacement Lender prior to the date 20 days prior to such Anniversary Date, upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the provisions of Section 10.14(c) hereof. If, prior to such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each Nonextending Lender has not been replaced by the Borrower in accordance with the terms of this Section 2.01(e), by notice the Revolving Credit Maturity Date shall be extended in accordance with such Extension Request; provided, however, that on the original Revolving Credit Maturity Date (as such date may have been previously extended), the Commitment of each Nonextending Lender shall be terminated, the Borrower shall pay to the Administrative Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of the principal of and interest on all outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations, and the total Revolving Credit Commitment shall be irrevocably reduced by an amount equal to the aggregate Commitments of all Nonextending Lenders. If all Lenders consent to any such Extension Request (who shall promptly notify the Lendersor, if any Nonextending Lenders are replaced in accordance with this Section), request that each Lender extend (each such date then as of 5:00 p.m. Pittsburgh time on which an extension occursthe Anniversary Date the Revolving Credit Maturity Date shall be deemed to have been extended for, an “Extension Date”) such Lender’s and shall be the date, one year after the then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so may have been previously extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this AgreementSection).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Bank (a) The Borrower may at any time from time which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank), prior to time April 15, but not more before March 15, of each year beginning in 2005 request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is 364 days later than ninety the Revolving Credit Maturity Date then in effect (90) days and each such request, a "Request"). Each Bank shall, not less later than thirty (30) calendar days prior following the date of its receipt of a Request, give written notice to any anniversary of the Closing Date (other than Agent stating whether such Bank is willing to extend the Revolving Credit Maturity Date)Date as requested. If Agent has received the aforesaid written approvals of such Request from each of the Banks, by notice to the Administrative Agent then, effective on (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”but not before) such Lender’s then effective Revolving Credit Maturity Date (so long as no Default or Event of Default has occurred and is continuing and none of the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business DayBanks has withdrawn its approval, such Extension Date shall be the immediately succeeding Business Day.
(b) Each Lenderin writing, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”prior thereto), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension so extended for an additional period of any 364 days, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) there shall exist no Default or Event of Default on any Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Non-Extending Lender shall remain unchanged and the repayment Request within thirty (30) calendar days of all obligations owed the date of Agent's receipt of such Request, or (iii) withdraws its approval in writing prior to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, then in effect then (ix) the Banks shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (y) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company, to request extensions thereof under this Section 2.16) and (iiz) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Banks to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company and the Banks thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time At least 30 days but not more than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Closing Effective Date (other provided that Viacom may not exercise such right more than the Revolving Credit Maturity Datetwice), by Viacom may, upon notice to the Administrative Agent (who which shall promptly notify the Lenders), request that each Lender extend (each such date on which an a one-year extension occurs, an “Extension Date”) such Lender’s then effective of the Revolving Credit Maturity Date then in effect (the an “Existing Revolving Credit Maturity DateExtension Request”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date); provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date may not be extended pursuant to an Extension Request more than once in any 12-month period. Within 10 Business Days after the delivery of such Extension Request (a or such later date as Viacom and the Administrative Agent shall agree) (the “Non-Extending LenderExtension Deadline”) ), each Lender shall notify the Administrative Agent of such fact and Viacom promptly after such determination (but in any event no later than the Extension Deadline) in writing whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender Notice Date)agreeing to an Extension Request, an “Extending Lender” and any each Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed declining to be agree to an Extension Request, a “Non-Extending Lender”). The election Any Lender with a then-effective Commitment may consent to an Extension Request irrespective of any whether such Lender previously had not been an Extending Lender with respect to agree a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) Extension Request. The Administrative Agent shall promptly notify Viacom and the Borrower Lenders of each Lender’s determination under this Sectionthe Lenders’ responses.
(db) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by shall be extended only if the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Required Lenders shall have entered into an Assignment and Assumption (in accordance with and subject consented to the restrictions contained in Section 12.6Extension Request. For each such Extension Request, with if so consented to, (i) the Borrower or replacement Revolving Credit Maturity Date, as to Extending Lenders (irrespective of whether such Lender obligated to pay any applicable processing or recordation fee) with such previously had been a Non-Extending Lender), pursuant shall be extended to which the same date in the following year after giving effect to any prior extensions (such Additional Commitment Lenders shall, effective on or before existing Revolving Credit Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Credit Maturity Date for such Non-Extending LenderDate, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior as to any Non-Extending Lender being replaced by one or more Additional (provided that the Commitment Lenders pursuant hereto, of such Non-Extending Lender may elect, is not assumed 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions accordance with the consent of the Borrower but without the consent of any other Lenders.
(eSection 2.26(f) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately on or prior to the applicable Extension Effective Date), then, effective as of the applicable Extension Date, [[3890129]] shall remain the Revolving Credit Maturity Date of each in effect for such Non-Extending Lender and of each Additional Commitment prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall be extended to approving an extension of more than one year.
(c) In the date event of any such extension, the Commitment of each Non-Extending Lender that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is has not a Business Day, such Revolving Credit Maturity Date been replaced as so extended provided in Section 2.26(f) shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that terminate on the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving in effect prior to any extension request made hereunder.
(f) Notwithstanding such extension, and the foregoingoutstanding principal balance of all Loans, (x) no more than two (2) extensions accrued and unpaid interest and other fees payable hereunder to such Non-Extending Lender shall become due and payable on such Revolving Credit Maturity Date. Thereafter, the aggregate Commitments effective as of the such Revolving Credit Maturity Date shall be permitted hereunder deemed equal to the Commitments of the Extending Lenders and the Assuming Lenders in respect of such extension.
(yd) any Notwithstanding the foregoing, the extension of any the Revolving Credit Maturity Date pursuant to this Section 2.16 2.26 shall not be effective with respect to any Extending Lender unless:
unless (i) there shall exist no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date and immediately after giving effect thereto;
to such extension and (ii) the representations and warranties made by the Borrower contained herein shall be set forth in Article III are true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such the Extension Date (Effective Date, except where to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.26(d), the representations and warranties contained in Sections 3.2, 3.3 and 3.11 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1. As a condition precedent to each such extension, Viacom shall deliver to the Administrative Agent a certificate of Viacom dated as of the Extension Effective Date signed by a Responsible Officer of Viacom certifying as to compliance with this Section 2.25(d).
(e) Notwithstanding anything to the contrary in this Section 2.26, the Revolving Credit Maturity Date may not be extended with respect to any Issuing Lender without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender hereunder through the applicable existing Revolving Credit Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such time) and (ii) Viacom shall cause the Aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such Aggregate LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable existing Revolving Credit Maturity Date pursuant to this Section 2.26 (and, in any event, no later than such existing Revolving Credit Maturity Date) together with any accrued interest thereon, on the existing Revolving Credit Maturity Date). [[3890129]]
(f) If there are any Non-Extending Lenders, Viacom shall have the right to arrange for one or more Extending Lenders or new Lenders that will agree to an extension of the Revolving Credit Maturity Date (each new Lender an “Assuming Lender”) to assume, effective as of the Extension Effective Date, any Non-Extending Lender’s entire Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided however that:
(i) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and
(iiiii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 9.4(b) for such assignment shall have been paid, provided further that such Non-Extending Lender’s rights under Sections 2.15, 2.16, 2.20 and 9.5, and its indemnification obligations under Article VII, shall survive such assignment as to matters occurring prior to the date of assignment. At least one Business Day prior to the applicable Extension Effective Date, (x) each such Assuming Lender, if any, shall have delivered to Viacom and the Administrative Agent an Assignment and Acceptance, duly executed by such Assuming Lender, such Non-Extending Lender, Viacom and the Administrative Agent and (y) each such Extending Lender shall have received a certificate from delivered confirmation in writing satisfactory to Viacom and the Borrower signed by an Authorized Officer Administrative Agent as to the increase in the amount of its Commitment. Upon the Borrower (A) certifying the accuracy payment or prepayment of the foregoing all amounts referred to in clauses (i) and (ii) above, each such Assuming Lender, as of the Extension Effective Date, will be substituted for such Non-Extending Lender under this Agreement and (B) certifying shall become a Lender for all purposes of this Agreement with the rights and attaching obligations of a Lender hereunder, without any further acknowledgment by or the resolutions adopted consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the Borrower approving or consenting to such extensionprovisions hereof, be released and discharged.
(g) It is understood and agreed that In connection with any extension of the Revolving Credit Maturity Date under this Section 2.26, the Administrative Agent and Viacom may, without the consent of each Non-Extending any Lender shall remain unchanged and the repayment of all obligations owed to them pursuant or Issuing Lender, effect such amendments to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to Loan Documents as may be necessary or appropriate, in the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage opinion of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard and Viacom, to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 give effect to the contraryprovisions of this Section 2.26.
Appears in 1 contract
Sources: Credit Agreement (Viacom Inc.)
Extension of Revolving Credit Maturity Date. (a) The Borrower Revolving Credit Maturity Date may be extended for successive one year periods at any time from time to time not more the request of Cu▇▇▇▇▇-▇▇▇▇▇▇ ▇ith the express consent of each Lender as provided below. Not later than ninety (90) days and not less than thirty (30) the date 90 days prior to any anniversary of each Anniversary Date, Cu▇▇▇▇▇-▇▇▇▇▇▇ ▇hall, at its option, in a written notice to the Closing Date Agent request (other than an "Extension Request") that the Revolving Credit Maturity Date be extended for a period of one year. The Agent shall promptly inform the Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Agent its express written consent thereto no later than 60 days prior to such Anniversary Date. If (i) any Lender notifies the Agent in writing on or before the 60th day prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Agent shall immediately notify Cu▇▇▇▇▇-▇▇▇▇▇▇ ▇nd Cu▇▇▇▇▇-▇▇▇▇▇▇, at its option, may (x) withdraw the Extension Request, or (y) replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Agent (a "Replacement Lender") by giving notice (not later than the date 20 days prior to such Anniversary Date) of the name of such Replacement Lender to the Agent. Unless the Agent shall object to the identity of such proposed Replacement Lender prior to the date 10 days prior to such Anniversary Date, upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the provisions of Section 10.14(c) hereof. If, prior to such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each Nonextending Lender has not been replaced by Cu▇▇▇▇▇-▇▇▇▇▇▇ ▇n accordance with the terms of this Section 2.01(e), by notice the Revolving Credit Maturity Date shall be extended in accordance with such Extension Request; provided, however, that on the original Revolving Credit Maturity Date (as such date may have been previously extended), the Commitment of each Nonextending Lender shall be terminated, the Borrowers shall pay to the Administrative Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of the principal of and interest on all outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations, and the total Revolving Credit Commitment shall be irrevocably reduced by an amount equal to the aggregate Commitments of all Nonextending Lenders. If all Lenders consent to any such Extension Request (who shall promptly notify the Lendersor, if any Nonextending Lenders are replaced in accordance with this Section 2.01(e)), request that each Lender extend (each such date then as of 5:00 p.m. Pittsburgh time on which an extension occursthe Anniversary Date, an “Extension Date”) such Lender’s the Revolving Credit Maturity Date shall be deemed to have been extended for, and shall be the date, one year after the then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so may have been previously extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date201(e); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank) more than ninety (90) days and prior to the Revolving Credit Maturity Date then in effect, request that the Banks extend the Revolving Credit Maturity Date then in effect to a date that is one year later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). Each Bank shall, not less later than thirty (30) calendar days prior to any anniversary following the date of its receipt of the Closing Date (other than the Revolving Credit Maturity Date)Request, by give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Nonsuch a Request within thirty (30) calendar days of the date of such Bank's receipt of the Request, then (w) the Banks shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Company to such extension request.
request extensions thereof under this Section 2.9), and (hy) On the commitments of the Banks to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Revolving Credit Agreement (Valassis Communications Inc)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days On and not less than thirty (30) days prior to any anniversary of after the Closing first Anniversary Date (other than hereof, the Revolving Credit Maturity Date and the Competitive Bid Expiration Date may be extended for successive one year periods at the request of the Borrower with the express consent of each Lender (to be at such Lender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date), by the Borrower shall, at its option, in a written notice to the Administrative Agent request (who shall promptly notify an "Extension Request") that the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (be extended for a period of one year provided that the “Existing Borrower must also request, to the extent the Other Credit Agreement is in effect, the extension of the "Revolving Credit Maturity Date”) to " under the date that is one year after such Lender’s Existing Revolving Other Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”)Agreement. Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly inform the Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (i) any Lender notifies the Administrative Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall so notify the Borrower of and the Borrower, at its option, may replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee") with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 another commercial lending institution reasonably satisfactory to the Administrative Agent and the Borrower LC Issuer (which a "Replacement Lender") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice shall set forth of the name of such Lender’s new Revolving Credit Maturity Date), Replacement Lender or such existing Lenders to become an Extending Lenderthe Administrative Agent. The Unless the Administrative Agent may effect or the LC Issuer shall object to the identity of such amendments to this Agreement as are reasonably necessary to provide for any such extensions with proposed Replacement Lender (in the consent case of the Borrower but without the consent of any other Lenders.
(ea Replacement Lender) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension date 170 days after such Anniversary Date, thenupon notice from the Administrative Agent, effective each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section), then as of 2:00 p.m., Los Angeles time on the applicable Extension date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be deemed to have been extended to for, and shall be the date that is date, one year after the Existing then effective Revolving Credit Maturity Date (except thatDate, and if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on is so extended, the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be deemed to have been extended for, and shall be the date, one year after the then effective Competitive Bid Expiration Date. If any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect Lender declines to consent to any extension request made hereunder.
(f) Notwithstanding the foregoingsuch Extension Request and such Lender is not replaced in accordance with this Section, (x) no more than two (2) extensions of then the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity the Competitive Bid Expiration Date pursuant to this Section 2.16 then in effect shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on extended. To the applicable Extension Date and immediately after giving effect thereto;
(ii) extent the representations and warranties made by Other Credit Agreement is in effect, the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the "Revolving Credit Commitment Amount" of each Non-Extending a Nonextending Lender under the Other Credit Agreement shall automatically terminate and (ii) be replaced or assumed at the Borrower shall repay same percentage by such Non-Extending Replacement Lender in accordance with Section 2.5 (and shall pay to and/or such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.existing Lenders. 42 51 ARTICLE III
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank) not less than 90 nor more than ninety 120 days prior to the first and second anniversary dates of this Agreement, request that the Banks extend the Revolving Credit Maturity Date then in effect to a date that is one year later than the Revolving Credit Maturity Date then in effect (90) days each such request, a "Request"). Each such Request shall be accompanied by Company's financial projections for the period commencing on the last day of the then current fiscal quarter and ending on the last day of the fiscal year in which the proposed Revolving Credit Maturity Date would fall. Each Bank shall, not less later than thirty (30) calendar days prior to any anniversary following the date of its receipt of the Closing Date (other than the Revolving Credit Maturity Date)Request, by give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Nonsuch a Request within thirty (30) calendar days of the date of such Bank's receipt of the Request, then (w) the Banks shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Company to such extension request.
request extensions thereof under this Section 2.9), and (hy) On the commitments of the Banks to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than Commitments shall terminate on the Revolving Credit Maturity Date). Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof, by notice to US Borrower may deliver a Request for Extension, requesting that the Administrative Agent (who shall promptly notify Lenders extend the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date for an additional one-year period; provided that such extension shall not occur more than one time during the term of this Agreement. If US Borrower requests such an extension, each Lender shall notify US Borrower on or before 30 days following delivery of such Request for Extension (such date, the “Existing Consent Deadline”) whether it has consented to extend the Revolving Credit Maturity Date for an additional one-year period. Agent and the Lenders may, each in their sole and individual discretion, elect to extend the Revolving Credit Maturity Date”) , it being understood that any Lender who has not responded to such extension request by the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date Consent Deadline shall be the immediately succeeding Business Daydeemed to have rejected such request.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to If Lenders holding more than 50% of the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Commitment elect to so extend its the then existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its the Revolving Credit Maturity Date (a “Nonwill automatically be extended for an additional one-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lenderyear period only for those extending Lenders. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Nonthe non-Extending extending Lenders shall remain unchanged. So long as no Event of Default then exists, then US Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and Agent, require such non-extending Lender to replace such Non-Extending Lender withassign and delegate, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date10.9), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent all of the Borrower but without the consent of any other Lenders.
(e) If (its interests, rights and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of obligations under this Agreement and the related Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be bound by the provisions of this Agreement as another Lender, if a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed accepts such assignment); provided that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the US Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct paid to Agent the assignment fee (if any) specified in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) Section 10.9 and (ii) such non-extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (Bto the extent of such outstanding principal and accrued interest and fees) certifying and attaching or US Borrower (in the resolutions adopted by the Borrower approving or consenting to such extensioncase of all other amounts).
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(hc) On the Revolving Credit Maturity Date of each Nonfor any non-Extending Lenderextending Lenders, (i) US Borrower shall repay all outstanding Revolving Loans due and payable to such non-extending Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid commitment fees hereunder), (ii) each of the non-extending Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(v) hereof with respect to any outstanding Swing Loans and under Section 2.2(c)(iii) hereof with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Loans, risk participation obligations with respect to any outstanding Swing Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related Letter of Credit Exposure) shall be automatically reallocated among the extending Lenders based on each such Lender’s Revolving Credit Commitment and (iv) to the extent that the Revolving Credit Exposure would exceed the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and after giving effect to such reallocation pursuant to the immediately preceding clause (ii) the iii), US Borrower shall repay such Non-Extending Lender prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)3.7 hereof.
(id) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.2.15
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent and each Revolving Credit Bank (which notice shall be irrevocable and which shall not more be deemed effective unless actually received by Agent and each Bank) prior to March 31 but not before February 1, of each year (commencing with calendar year 1996), request that the Revolving Credit Banks extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). Each Revolving Credit Bank shall, not later than ninety (90) calendar days and not less than thirty (30) days prior to any anniversary following the date of its receipt of the Closing Date (other than the Revolving Credit Maturity Date)Request, by give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total Request from each of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as upon the date of the applicable Extension Date, Agent's receipt of all such written approvals from the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Revolving Credit Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Revolving Credit Bank fails to provide written approval to Agent of each Non-Extending Lender such a Request within ninety (90) calendar days of the date of Agent's receipt of the Request, then (w) the Banks shall remain unchanged and be deemed to have declined to extend the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on Revolving Credit Maturity Date, (x) the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Company to such extension request.
request extensions thereof under this Section 2.10), and (hy) On the commitments of the Revolving Credit Banks to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days On and not less than thirty (30) days prior to any anniversary of after the Closing first Anniversary Date (other than hereof, the Revolving Credit Maturity Date and the Competitive Bid Expiration Date may be extended for successive one year periods at the request of the Borrower with the express consent of each Lender (to be at such Lender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date), by the Borrower shall, at its option, in a written notice to the Administrative Agent request (who shall promptly notify an "EXTENSION REQUEST") that the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (be extended for a period of one year PROVIDED that the “Existing Revolving Credit Maturity Date”) Borrower must also request, to the date that extent the Other Credit Agreement is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Dayin effect, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving "REVOLVING CREDIT MATURITY DATE" under the Other Credit Maturity Date.
(c) Agreement. The Administrative Agent shall promptly inform the Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (i) any Lender notifies the Administrative Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall so notify the Borrower of and the Borrower, at its option, may replace each Lender’s determination under this Section.
Lender which has not agreed to such Extension Request (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation feea "NONEXTENDING LENDER") with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 another commercial lending institution reasonably satisfactory to the Administrative Agent and the Borrower LC Issuer (which a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice shall set forth of the name of such Lender’s new Revolving Credit Maturity Date), Replacement Lender or such existing Lenders to become an Extending Lenderthe Administrative Agent. The Unless the Administrative Agent may effect or the LC Issuer shall object to the identity of such amendments to this Agreement as are reasonably necessary to provide for any such extensions with proposed Replacement Lender (in the consent case of the Borrower but without the consent of any other Lenders.
(ea Replacement Lender) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension date 170 days after such Anniversary Date, thenupon notice from the Administrative Agent, effective each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section), then as of 2:00 p.m., Los Angeles time on the applicable Extension date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be deemed to have been extended to for, and shall be the date that is date, one year after the Existing then effective Revolving Credit Maturity Date (except thatDate, and if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on is so extended, the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be deemed to have been extended for, and shall be the date, one year after the then effective Competitive Bid Expiration Date. If any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect Lender declines to consent to any extension request made hereunder.
(f) Notwithstanding the foregoingsuch Extension Request and such Lender is not replaced in accordance with this Section, (x) no more than two (2) extensions of then the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity the Competitive Bid Expiration Date pursuant to this Section 2.16 then in effect shall not be effective with respect to any Extending extended. To the extent the Other Credit Agreement is in effect, the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender unless:
(i) there shall exist no Default or Event of Default on under the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein Other Credit Agreement shall be true and correct in all material respects (replaced or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with assumed at the same effect as though percentage by such representations and warranties had been made on and as of Replacement Lender and/or such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extensionexisting Lenders.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower Borrowers may request that the Agent and the Banks extend the current Revolving Credit Maturity Date by one additional year by all of the Borrowers executing and delivering to the Agent at any time from time to time not least 90 days but no more than ninety (90) days and not less than thirty (30) 150 days prior to any anniversary of the Closing Date (other than the current Revolving Credit Maturity Date), by notice a written request in for such extension. The Agent shall forward to each Bank a copy of such extension request delivered to the Administrative Agent (who promptly upon receipt thereof. If all of the Banks shall promptly notify have notified the Lenders), request that each Lender extend (each such date Agent on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) or prior to the date that which is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice 30 days subsequent to the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Borrowers have executed and delivered to the Agent received the Borrower’s a written request for such extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees that they consent to such extension (each Lender that determines to so extend its Revolving Credit Maturity Dateextension, an “Extending Lender”). Each Lender that determines not to so extend its then the Revolving Credit Maturity Date shall be extended for one year. Otherwise, the Revolving Credit Maturity Date shall not be extended except as otherwise permitted under the immediately following subsection (a “Non-Extending Lender”) b). The Agent shall promptly notify the Administrative Agent of Borrowers whether a requested extension has been consented to or rejected as well as which Bank or Banks, if any, rejected such fact promptly after extension request (each such determination (but in any event no later than the Lender Notice DateBank, a "Rejecting Bank"), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, Borrowers understand and it is understood and agreed acknowledge that no Lender shall have any obligation whatsoever to agree to any request made by (i) this Section has been included in this Agreement for the Borrower for Borrowers' convenience in requesting an extension of the Revolving Credit Maturity Date.
; (cii) The Administrative none of the Banks nor the Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
has promised (d) The Borrower shall have the righteither expressly or impliedly), but shall not be obligatednor has any obligation or commitment whatsoever, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment at any time and (and, if iii) the Banks may condition any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder extension on such date). 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 terms and conditions as the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other LendersBanks deem appropriate.
(eb) If Notwithstanding the preceding subsection (a), if the Borrowers receive notification from the Agent that an extension request has been rejected (a "Notice of Rejection"), and only if) provided that the total aggregate amount of the all Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50Rejecting Banks does not exceed 25.0% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior then outstanding, the Borrowers may elect, with respect to each such Rejecting Bank, by giving written notice from all of the Borrowers to the applicable Extension DateAgent of any such election within 15 days after receipt by the Borrowers of a Notice of Rejection, thento either (i) require such Rejecting Bank to assign its respective Revolving Credit Commitment to an Eligible Assignee as contemplated in the immediately following clause (x) or (ii) pay in full the amount of Loans, interest and fees, together with all amounts, if any, payable under Section 2.15, owing to such Rejecting Bank and terminate such Rejecting Bank's Revolving Credit Commitment as contemplated in the immediately following clause (y). If the Borrowers have made a timely election as permitted by the preceding sentence, then the Borrowers shall take either of the following actions as specified in such election: (x) demand that such Rejecting Bank, and upon such demand such Rejecting Bank shall be obligated to, assign its respective Revolving Credit Commitment to an Eligible Assignee designated by the Borrowers subject to and in accordance with the provisions of Section 11.4(b) for a purchase price equal to the aggregate principal balance of Advances then outstanding and owing to such Rejecting Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Bank, any such assignment to be effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing current Revolving Credit Maturity Date (except that, if such date is not a Business Day, such without having given effect to the pending extension request) or (y) effective as of the current Revolving Credit Maturity Date as so extended (without having given effect to the pending extension request), pay to such Rejecting Bank the aggregate principal balance of Advances then outstanding and owing to such Rejecting Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Bank, together with all amounts, if any, payable under Section 2.15, whereupon such Rejecting Bank's Revolving Credit Commitment shall terminate, and such Rejecting Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. None of the Agent, such Rejecting Bank, or any other Bank shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. If the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for Borrowers have elected to cause all purposes of this Agreement and shall be bound Rejecting Banks either to assign their Commitments to Eligible Assignees as contemplated by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, preceding clause (x) no more than two or to be paid the amounts specified in the preceding clause (2) extensions of y), then the Borrowers' extension request which was initially rejected shall be deemed to have been granted and accordingly the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made extended by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier dateone year, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that otherwise the Revolving Credit Maturity Date shall not be extended. If the aggregate amount of each Non-Extending Lender shall remain unchanged and Commitments of the repayment Rejecting Banks exceeds 25.0% of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination aggregate amount of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On outstanding, the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)not be extended.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. Provided that no Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Bank (awhich notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary March 1, but not before April 1, of each year (commencing with calendar year 1998), request that the Closing Banks extend the then applicable Revolving Credit Maturity Date (other to a date that is one year later than the Revolving Credit Maturity DateDate then in effect (each such request, a "Request"). Company shall deliver with each Request Consolidated financial projections for the current and the following two fiscal years, by including income statements and balance sheets. Each Bank shall, not later than forty-five (45) calendar days following the date of its receipt of the Request, give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) there shall exist no Default or Event of Default on any Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Nonsuch a Request within forty-Extending Lender five (45) calendar days of the date of Agent's receipt of the Request, then (x) the Banks shall remain unchanged and be deemed to have declined to extend the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and Revolving Credit Maturity Date, (y) the termination of their Commitments shall occur on the then existing then-current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Company to such extension request.
request extensions thereof under this Section 2.14) and (hz) On the commitments of the Banks to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of promptly notify Company and the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Banks thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time At least 30 days but not more than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary the Extension Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Closing Date (other than the Revolving Credit Maturity Date in effect at such time by a period of one year from the date then in effect. The Borrower may, in such notice, specify that the requested extension shall only be effective if at least a minimum specified percentage (which may be 100% or any lesser amount that is more than 60%) of the Total Commitment (such percentage, the "Minimum Specified Percentage") becomes subject to the extended Revolving Credit Maturity Date). If the Borrower fails to specify a Minimum Specified Percentage, by notice the Minimum Specified Percentage shall be deemed to be more than 60%. The Administrative Agent shall promptly send each Bank a copy of such extension request, and each Bank shall in turn, in its sole discretion, not later than the Extension Date, notify the Borrower and the Administrative Agent (who in writing as to whether such Bank will consent to such extension. If any Bank shall promptly fail to notify the Lenders), Administrative Agent and the Borrower in writing of its consent to any such request that each Lender extend (each such date on which an for extension occurs, an “Extension Date”) such Lender’s then effective of the Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date Extension Date, such Bank shall be deemed to be a Non-Extending LenderConsenting Bank with respect to such request. The election Administrative Agent shall notify the Borrower on or prior to the Extension Date of any Lender to agree the decision of the Banks regarding the Borrower's request for an extension of the Revolving Credit Maturity Date.
(b) If all the Banks consent in writing to such extension request in accordance with subsection (a) of this Section 2.19, the Revolving Credit Maturity Date in effect at such time shall, effective as at the Extension Date, be extended for a period of one year, provided, however, that on the Extension Date the applicable conditions set forth in Sections 3.1 and 3.2 shall be satisfied. If fewer than all Banks consent in writing to any such request in accordance with subsection (a) of this Section 2.19, subject to the requirements of subsections (d) and (e) of this Section 2.19, the Revolving Credit Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Banks that so consented (each a "Consenting Bank") but shall not obligate be extended as to any other Lender Bank (each a "Non-Consenting Bank"). To the extent that the Revolving Credit Maturity Date is not extended as to so agreeany Bank pursuant to this Section 2.19 and the Commitment of such Bank is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, (i) the Commitment of such Non-Consenting Bank shall remain in effect until, and it shall automatically terminate in whole upon, the original unextended Revolving Credit Maturity Date without any further notice or other action by the Borrower, such Bank or any other person, and all outstanding Loans and all accrued and unpaid interest, fees and other amounts, due and payable hereunder to the Non-Consenting Banks shall be immediately paid in full on the original unextended Revolving Credit Maturity Date, and (ii) effective upon such termination, the Total Commitment shall be automatically reduced to be equal to the remaining aggregate Commitments of the Consenting Banks and the Assuming Banks; provided, however, that such Non-Consenting Bank's rights under Section 2.10, 2.11 and 9.3, and its obligations under Section 8.10, shall survive the Revolving Credit Maturity Date for such Bank as to matters occurring prior to such date. It is understood and agreed that no Lender Bank shall have any obligation whatsoever to agree to any request made by the Borrower for any extension of the Revolving Credit Maturity Date.
(c) The If fewer than all of the Banks consent to a request pursuant to subsection (a) of this Section 2.19, at the request of the Borrower the Administrative Agent shall promptly so notify the Consenting Banks, and each Consenting Bank may, at its sole discretion, give written notice to the Administrative Agent within 10 days after the Extension Date of the amount, if any, of the Non-Consenting Bank's Commitments for which it is willing to accept an assignment. If the Consenting Banks notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the aggregate Commitments of the Non-Consenting Banks, such Commitments shall be allocated among the Consenting Banks willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Banks, the Borrower may arrange for the assignment of such Commitments to one or more Eligible Assignees that are reasonably acceptable to the Administrative Agent (each an "Assuming Bank"), which, upon execution of an Assignment and Assumption shall, effective as of the Extension Date, assume any Non-Consenting Bank's remaining Commitment and all of the obligations of such Non-Consenting Bank under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Bank; provided, however, that any assignment of a Non-Consenting Bank's Commitment to a Consenting Bank or an Assuming Bank shall be subject to the following conditions:
(1) any such Consenting Bank or Assuming Bank shall have paid to such Non-Consenting Bank (A) the aggregate principal amount of any interest accrued and unpaid to the effective date of the assignment on the outstanding Loans, if any, of such Non-Consenting Bank plus (B) any accrued but unpaid Commitment Fees and Utilization Fees owing to such Non-Consenting Bank as of the effective date of such assignment;
(2) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; and
(3) with respect to any such Assuming Bank, the applicable processing fee required under Section 9.10 for such assignment shall have been paid to the Administrative Agent; provided, further, that such Non-Consenting Bank's rights under Sections 2.10, 2.11 and 9.3, and its obligations under Section 8.10, shall survive such substitution as to matters occurring prior to the date of substitution and any Consenting Bank shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Credit Commitment. Upon the payment or prepayment of all amounts referred to in clauses (1), (2) and (3) above, and subject to the requirements of subsection (d) of this Section 2.19, each Consenting Bank or Assuming Bank, as of the Extension Date, will be substituted for such Non-Consenting Bank under this Agreement and shall be a Bank for all purposes of this Agreement, without any further acknowledgment by or consent of the other Banks, and the obligations of each Lender’s determination under this Sectionsuch Non-Consenting Bank hereunder shall, by the provisions hereof, be released and discharged.
(d) The Borrower shall Subject to Section 2.19(e), if the Consenting Banks and Assuming Banks have aggregate Commitment Amounts equal to at least the rightMinimum Specified Percentage of the Total Commitment outstanding immediately prior to the Extension Date (after giving effect to any assignments pursuant to subsection (c) of this Section 2.19), but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter shall so notify the Borrower, and, so long as no Default or Event of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders Default shall have entered into an Assignment occurred and Assumption (in accordance with and subject to the restrictions contained in Section 12.6be continuing as of such Extension Date, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lendershall occur as a consequence thereof, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date then in effect shall be extended for such Nonthe additional one-Extending Lenderyear period as described in subsection (a) of this Section 2.19, assume a and all references in this Agreement to the Revolving Credit Commitment (andMaturity Date shall, if any such Additional Commitment Lender is already a Lenderwith respect to each Consenting Bank and each Assuming Bank, its refer to the Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date)Maturity Date as so extended. Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoPromptly following the Extension Date, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and shall notify the Borrower Banks (which notice shall set forth such Lender’s new including, without limitation, each Assuming Bank) of the extension, if any, of the scheduled Revolving Credit Maturity Date), Date in effect immediately prior thereto and shall thereupon record the relevant information with respect to become an Extending Lender. The Administrative Agent may effect each such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other LendersConsenting Bank and each Assuming Bank.
(e) If (and only if) the total fewer than all of the Revolving Credit Commitments Banks consent to a request pursuant to subsection (a) of this Section 2.19, the Lenders that have agreed Borrower may elect to extend their withdraw such request and the originally scheduled Revolving Credit Maturity Date is more shall remain unamended and in full force and effect. In addition, if the Consenting Banks and Assuming Banks have Commitment Amounts equal to less than 50% of the aggregate amount of Minimum Specified Percentage, the Revolving Credit Commitments in effect immediately prior Administrative Agent shall notify the Borrower and the Banks that the conditions to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder were not satisfied, and (y) any extension of any the originally scheduled Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged unamended and the repayment of all obligations owed to them pursuant to this Agreement in full force and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension requesteffect.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days On and not less than thirty (30) days prior to any anniversary of after the Closing first Anniversary Date (other than hereof, the Revolving Credit Maturity Date and the Competitive Bid Expiration Date may be extended for successive one year periods at the request of the Company (acting on behalf of each Borrower) with the express consent of each Lender (to be at such Lender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date), by the Company (acting on behalf of the Borrower) shall, at its option, in a written notice to the Administrative Agent request (who shall promptly notify an "EXTENSION REQUEST") that the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is be extended for a period of one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”)year. Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify inform the Borrower Lenders of each Lender’s determination under this Section.
(d) The Borrower such Extension Request. Each Lender that agrees with such Extension Request shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender deliver to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter its express written consent thereto no later than such Anniversary Date. If (i) any Lender notifies the Administrative Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of Credit Issuer the Lenders have not in accordance with the procedures writing expressly consented to any such Extension Request as provided in Section 12.7the preceding sentence, then the Administrative Agent shall so notify the Company and the Company, at its option, may replace each of Lender which Additional Commitment Lenders shall have entered into an Assignment and Assumption has not agreed to such Extension Request (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation feea "NONEXTENDING LENDER") with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 another commercial lending institution reasonably satisfactory to the Administrative Agent and the Borrower LC Issuer (which a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice shall set forth of the name of such Lender’s new Revolving Credit Maturity Date), Replacement Lender or such existing Lenders to become an Extending Lenderthe Administrative Agent. The Unless the Administrative Agent may effect or the LC Issuer shall object to the identity of such amendments to this Agreement as are reasonably necessary to provide for any such extensions with proposed Replacement Lender (in the consent case of the Borrower but without the consent of any other Lenders.
(ea Replacement Lender) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension date 170 days after such Anniversary Date, thenupon notice from the Administrative Agent, effective each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section), then as of 2:00 p.m., Los Angeles time on the applicable Extension date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be deemed to have been extended to for, and shall be the date that is date, one year after the Existing then effective Revolving Credit Maturity Date (except thatDate, and if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on is so extended, the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be deemed to have been extended for, and shall be the date, one year after the then effective Competitive Bid Expiration Date. If any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect Lender declines to consent to any extension request made hereunder.
(f) Notwithstanding the foregoingsuch Extension Request and such Lender is not replaced in accordance with this Section, (x) no more than two (2) extensions of then the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity the Competitive Bid Expiration Date pursuant to this Section 2.16 then in effect shall not be effective with respect to any Extending extended. To the extent the Other Credit Agreement is in effect, the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender unless:
(i) there shall exist no Default or Event of Default on under the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein Other Credit Agreement shall be true and correct in all material respects (replaced or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with assumed at the same effect as though percentage by such representations and warranties had been made on and as of Replacement Lender and/or such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extensionexisting Lenders.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower Borrowers may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender▇▇▇▇▇▇’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrower’s Borrowers’ 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower Borrowers for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower Borrowers of each Lender’s determination under this Section.
(d) The Borrower Borrowers shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent Agent, the Swingline Lender and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower Borrowers or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender▇▇▇▇▇▇’s Revolving Credit Commitment hereunder on such date). 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 Borrowers (which notice shall set forth such Lender▇▇▇▇▇▇’s new Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower Borrowers but without the consent of any other Lenders.
(e) If (and only if) (i) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, and (ii) all of the Borrowers and the Administrative Agent consent to such extension, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the each Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower Borrowers signed by an Authorized Officer of the each Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the each Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower applicable Borrowers shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than Commitments shall terminate on the Revolving Credit Maturity Date). Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof, by notice to US Borrower may deliver a Request for Extension, requesting that the Administrative Agent (who shall promptly notify Lenders extend the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date for an additional one-year period; provided that such extension shall not occur more than one time during the term of this Agreement. If US Borrower requests such an extension, each Lender shall notify US Borrower on or before 30 days following delivery of such Request for Extension (such date, the “Existing Consent Deadline”) whether it has consented to extend the Revolving Credit Maturity Date for an additional one-year period. Agent and the Lenders may, each in their sole and individual discretion, elect to extend the Revolving Credit Maturity Date”) , it being understood that any Lender who has not responded to such extension request by the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date Consent Deadline shall be the immediately succeeding Business Daydeemed to have rejected such request.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to If Lenders holding more than 50% of the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Commitment elect to so extend its the then existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its the Revolving Credit Maturity Date (a “Nonwill automatically be extended for an additional one-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lenderyear period only for those extending Lenders. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Nonthe non-Extending extending Lenders shall remain unchanged. So long as no Event of Default then exists, then US Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and Agent, require such non-extending Lender to replace such Non-Extending Lender withassign and delegate, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date11.10), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent all of the Borrower but without the consent of any other Lenders.
(e) If (its interests, rights and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of obligations under this Agreement and the related Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be bound by the provisions of this Agreement as another Lender, if a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed accepts such assignment); provided that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the US Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct paid to Agent the assignment fee (if any) specified in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) Section 11.10 and (ii) such non-extending Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans, Swing Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (Bto the extent of such outstanding principal and accrued interest and fees) certifying and attaching or US Borrower (in the resolutions adopted by the Borrower approving or consenting to such extensioncase of all other amounts).
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(hc) On the Revolving Credit Maturity Date of each Nonfor any non-Extending Lenderextending Lenders, (i) US Borrower shall repay all outstanding Revolving Loans due and payable to such non-extending Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid commitment fees hereunder), (ii) each of the non-extending Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(v) hereof with respect to any outstanding Swing Loans and under Section 2.2(c)(iii) hereof with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Loans, risk participation obligations with respect to any outstanding Swing Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related Letter of Credit Exposure) shall be automatically reallocated among the extending Lenders based on each such Lender’s Revolving Credit Commitment and (iv) to the extent that the Revolving Credit Exposure would exceed the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and after giving effect to such reallocation pursuant to the immediately preceding clause (ii) the iii), US Borrower shall repay such Non-Extending Lender prepay Revolving Loans, Swing Loans or Cash Collateralize Letters of Credit in accordance with Section 2.5 3.7 hereof.
(and d) Any extension shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders be effective as of the date of the amendment effecting such dateextension and each such amendment shall be conditioned upon (i) no Default or Event of Default, (ii) accuracy in all material respects of the representations and warranties set forth in this Agreement and (iii) such other conditions as each extending Lender shall require. The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the Administrative other Loan Documents with US Borrower as may be necessary or appropriate in the reasonable opinion of Agent shall administer any necessary reallocation of and US Borrower in order to extend the Revolving Credit Exposures (without regard to Maturity Date on terms consistent with this Section 2.15. US Borrower shall pay any minimum borrowingreasonable and documented out-of-pocket attorneys’ fees or other reasonable and documented out-of-pocket expenses of Agent in connection with the documentation of any such extension, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)as well as such other fees, if any, as may be agreed upon between Borrowers and Agent.
(ie) This Section Unless Agent, the Fronting Lender and Swing Line Lender have each agreed in their respective sole discretions to act as Agent, Fronting Lender or Swing Line Lender (as the case may be) following the extended Revolving Credit Maturity Date, a successor Agent, Fronting Lender or Swing Line Lender (as the case may be) shall supersede any provisions in Section 2.7 have been appointed by the Lenders to act as Agent, Fronting Lender or Section 12.1 to Swing Line Lender (as the contrarycase may be) commencing on the extended Revolving Credit Maturity Date.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Provided that no Default or Event of Default has occurred and is continuing, the Borrower may at any time from time may, by written notice to time Agent (with sufficient copies for each Lender) (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent) days and not less than thirty (30) days prior to any anniversary May 31, but not before April 1, of each fiscal year (beginning with the Closing fiscal year ending December 31, 2013), request that the Lenders extend the then applicable Revolving Credit Maturity Date (other to a date that is one year later than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend Date then in effect (each such date on which an extension occursrequest, an a “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending LenderRequest”). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than four weeks after the Lender Notice Date)date such notice is given by Borrower to Agent, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent’s receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there mean such extended date and Agent shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by promptly notify the Borrower contained herein that such extension has occurred. No Revolving Credit Lender shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate have any obligation to consent to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as extension of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to requested under this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension requestSection 2.14.
(hb) On If (i) any Lender gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Non-Extending Lendersuch a Request on or before four weeks after the date such notice is given by Borrower to Agent, then (iw) the Lenders shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Borrower to request extensions thereof under this Section 2.14), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Lenders to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify the Borrower thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Universal Truckload Services, Inc.)
Extension of Revolving Credit Maturity Date. (a) The Revolving Credit Maturity Date may be extended with respect to a Lender for an additional 364 day period with the express written consent of such Lender as provided below. If the Borrower may at any time from time desires to time not more extend the Revolving Credit Maturity Date it shall send a request therefor, which shall be made to all Lenders, to the Administrative Agent. Not later than ninety (90) days and not less than thirty (30) the date 60 days prior to any anniversary the Revolving Credit Maturity Date the Borrower shall, at its option, in a written notice to the Administrative Agent request that the Revolving Credit Maturity Date be extended for a period of 364 days. The Administrative Agent shall promptly inform the Closing Date (other than Lenders of such request. Each Lender that agrees with such request shall deliver to the Administrative Agent its express written consent thereto on the day prior to the Revolving Credit Maturity Date), by notice . With respect to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which has consented to an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of claritysentence, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder extended for, and (y) shall thereafter be the date, 364 days after the then effective Revolving Credit Maturity Date. If any extension of any Lender notifies the Administrative Agent in writing prior to such then effective Revolving Credit Maturity Date pursuant that it will not consent to this Section 2.16 such Extension Request or shall not be effective with respect have in writing expressly consented to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier dateRequest as provided in the preceding sentence, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) then the Administrative Agent shall have received so notify the Borrower and the Borrower, at its option, may replace each Nonextending Lender with another commercial lending institution reasonable satisfactory to each Agent (a certificate "Replacement Lender") by giving notice of the name of such Replacement Lender to the Administrative Agent. Upon receipt by it of any such notice, the Administrative Agent shall inform the Funding Agent of the name of such proposed Replacement Lender. Unless either Agent shall object to the identity of such proposed Replacement Lender on or before the day prior to the then effective Revolving Credit Maturity Date, upon notice from the Borrower signed by an Authorized Officer Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the close of business on the then effective Revolving Credit Maturity Date) assign all of its interests hereunder to such Replacement Lender in accordance with the provisions of Section 9.14(c) hereof. Such Replacement Lender shall have a Revolving Credit Commitment and shall have a Revolving Credit Committed Amount equal to the then most recently effective Revolving Credit Commitment Amount of the Borrower (A) certifying related Nonextending Lender. To the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted extent any Nonextending Lender is not replaced with a Replacement Lender by the Borrower approving or consenting to close of business on the then effective Revolving Credit Maturity Date, on such extension.
(g) It date the Total Revolving Credit Commitments shall be reduced by the Revolving Credit Committed Amount of each such Nonextending Lender which is understood and agreed that not so replaced. If the Revolving Credit Maturity Date of each Non-Extending with respect to a Lender shall remain unchanged and the repayment of all obligations owed to them is extended pursuant to this Agreement Section 2.17, the Competitive Bid Expiration Date with respect to such Lender shall be deemed to have been extended for, and any related loan documents and shall be the termination of their Commitments shall occur on date, not more than 364 days after the then existing Revolving Credit Maturity Date without giving effect to such extension requesteffective Competitive Bid Expiration Date.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Short Term Revolving Credit Agreement (Foster Wheeler Corp)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Borrowers may, by written notice to time Agent (with sufficient copies for each Lender) (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent) days and not less than thirty (30) days prior to any anniversary March 1 but not before February 1 of each year beginning in 2006, request that the Closing Lenders extend the then applicable Revolving Credit Maturity Date (other to a date that is one year later than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend Date then in effect (each such date on which an extension occursrequest, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”"Request"). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly later than 30 days after such determination (but in any event no later than the Lender Notice Date)Request, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for such additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrowers that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Lender gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Nonsuch a Request on or before 30 days after the applicable Request, then (w) the Lenders shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Borrowers to such extension request.
request extensions thereof under this Section 2.17), and (hy) On the commitments of the Lenders to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Borrowers thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Revolving Credit Agreement (Plastipak Holdings Inc)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank) not less than 90 nor more than ninety 120 days prior to the first and second anniversary dates of this Agreement, request that the Banks extend the Revolving Credit Maturity Date then in effect to a date that is one year later than the Revolving Credit Maturity Date then in effect (90) days and each such request, a "Request"). Each Bank shall, not less later than thirty (30) calendar days prior to any anniversary following the date of its receipt of the Closing Date (other than the Revolving Credit Maturity Date)Request, by give written notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender stating whether such Bank is willing to extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Bank gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Nonsuch a Request within thirty (30) calendar days of the date of such Bank's receipt of the Request, then (w) the Banks shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Company to such extension request.
request extensions thereof under this Section 2.9), and (hy) On the commitments of the Banks to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time At least 30 days but not more than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Closing Effective Date (other provided that ViacomCBS may not exercise such right more than the Revolving Credit Maturity Datetwice), by ViacomCBS may, upon notice to the Administrative Agent (who which shall promptly notify the Lenders), request that each Lender extend (each such date on which an a one-year extension occurs, an “Extension Date”) such Lender’s then effective of the Revolving Credit Maturity Date then in effect (the an “Existing Revolving Credit Maturity DateExtension Request”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date); provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date may not be extended pursuant to an Extension Request more than once in any 12-month period. Within 10 Business Days after the delivery of such Extension Request (a or such later date as ViacomCBS and the Administrative Agent shall agree) (the “Non-Extending LenderExtension Deadline”) ), each Lender shall notify the Administrative Agent of such fact and ViacomCBS promptly after such determination (but in any event no later than the Extension Deadline) in writing whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender Notice Date)agreeing to an Extension Request, an “Extending Lender” and any each Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed declining to be agree to an Extension Request, a “Non-Extending Lender”). The election Any Lender with a then-effective Commitment may consent to an Extension Request irrespective of any whether such Lender previously had not been an Extending Lender with respect to agree a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) Extension Request. The Administrative Agent shall promptly notify ViacomCBS and the Borrower Lenders of each Lender’s determination under this Sectionthe Lenders’ responses.
(db) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by shall be extended only if the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Required Lenders shall have entered into an Assignment and Assumption (in accordance with and subject consented to the restrictions contained in Section 12.6Extension Request. For each such Extension Request, with if so consented to, (i) the Borrower or replacement Revolving Credit Maturity Date, as to Extending Lenders (irrespective of whether such Lender obligated to pay any applicable processing or recordation fee) with such previously had been a Non-Extending Lender), pursuant shall be extended to which the same date in the following year after giving effect to any prior extensions (such Additional Commitment Lenders shall, effective on or before existing Revolving Credit Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Credit Maturity Date for such Non-Extending LenderDate, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior as to any Non-Extending Lender being replaced by one or more Additional (provided that the Commitment Lenders pursuant hereto, of such Non-Extending Lender may elect, is not assumed 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions accordance with the consent of the Borrower but without the consent of any other Lenders.
(eSection 2.26(f) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately on or prior to the applicable Extension Effective Date), then, effective as of the applicable Extension Date, shall remain the Revolving Credit Maturity Date of each in effect for such Non-Extending Lender and of each Additional Commitment prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall be extended to approving an extension of more than one year.
(c) In the date event of any such extension, the Commitment of each Non-Extending Lender that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is has not a Business Day, such Revolving Credit Maturity Date been replaced as so extended provided in Section 2.26(f) shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that terminate on the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving in effect prior to any extension request made hereunder.
(f) Notwithstanding such extension, and the foregoingoutstanding principal balance of all Loans, (x) no more than two (2) extensions accrued and unpaid interest and other fees payable hereunder to such Non-Extending Lender shall become due and payable on such Revolving Credit Maturity Date. Thereafter, the aggregate Commitments effective as of the such Revolving Credit Maturity Date shall be permitted hereunder deemed equal to the Commitments of the Extending Lenders and the Assuming Lenders in respect of such extension.
(yd) any Notwithstanding the foregoing, the extension of any the Revolving Credit Maturity Date pursuant to this Section 2.16 2.26 shall not be effective with respect to any Extending Lender unless:
unless (i) there shall exist no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date and immediately after giving effect thereto;
to such extension and (ii) the representations and warranties made by the Borrower contained herein shall be set forth in Article III are true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such the Extension Date (Effective Date, except where to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.26(d), the representations and warranties contained in Sections 3.2, 3.3 and 3.11 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1. As a condition precedent to each such extension, ViacomCBS shall deliver to the Administrative Agent a certificate of ViacomCBS dated as of the Extension Effective Date signed by a Responsible Officer of ViacomCBS certifying as to compliance with this Section 2.26(d).
(e) Notwithstanding anything to the contrary in this Section 2.26, the Revolving Credit Maturity Date may not be extended with respect to any Issuing Lender without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender hereunder through the applicable existing Revolving Credit Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such time) and (ii) ViacomCBS shall cause the Aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such Aggregate LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable existing Revolving Credit Maturity Date pursuant to this Section 2.26 (and, in any event, no later than such existing Revolving Credit Maturity Date) together with any accrued interest thereon, on the existing Revolving Credit Maturity Date).
(f) If there are any Non-Extending Lenders, ViacomCBS shall have the right to arrange for one or more Extending Lenders or new Lenders that will agree to an extension of the Revolving Credit Maturity Date (each new Lender an “Assuming Lender”) to assume, effective as of the Extension Effective Date, any Non-Extending Lender’s entire Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided however that:
(i) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and
(iiiii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 9.4(b) for such assignment shall have been paid, provided further that such Non-Extending Lender’s rights under Sections 2.15, 2.16, 2.20 and 9.5, and its indemnification obligations under Article VII, shall survive such assignment as to matters occurring prior to the date of assignment. At least one Business Day prior to the applicable Extension Effective Date, (x) each such Assuming Lender, if any, shall have delivered to ViacomCBS and the Administrative Agent an Assignment and Acceptance, duly executed by such Assuming Lender, such Non-Extending Lender, ViacomCBS and the Administrative Agent and (y) each such Extending Lender shall have received a certificate from delivered confirmation in writing satisfactory to ViacomCBS and the Borrower signed by an Authorized Officer Administrative Agent as to the increase in the amount of its Commitment. Upon the Borrower (A) certifying the accuracy payment or prepayment of the foregoing all amounts referred to in clauses (i) and (ii) above, each such Assuming Lender, as of the Extension Effective Date, will be substituted for such Non-Extending Lender under this Agreement and (B) certifying shall become a Lender for all purposes of this Agreement with the rights and attaching obligations of a Lender hereunder, without any further acknowledgment by or the resolutions adopted consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the Borrower approving or consenting to such extensionprovisions hereof, be released and discharged.
(g) It is understood and agreed that In connection with any extension of the Revolving Credit Maturity Date under this Section 2.26, the Administrative Agent and ViacomCBS may, without the consent of each Non-Extending any Lender shall remain unchanged and the repayment of all obligations owed to them pursuant or Issuing Lender, effect such amendments to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to Loan Documents as may be necessary or appropriate, in the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage opinion of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard and ViacomCBS, to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 give effect to the contraryprovisions of this Section 2.26.
Appears in 1 contract
Sources: Credit Agreement (ViacomCBS Inc.)
Extension of Revolving Credit Maturity Date. (a) The Provided that no Default or Event of Default has occurred and is continuing, the Borrower may at any time from time may, by written notice to time Agent (with sufficient copies for each Lender) (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent) days and not less than thirty (30) days prior to any anniversary May 31, but not before April 1, of each fiscal year (beginning with the Closing fiscal year ending December 31, 2012), request that the Lenders extend the then applicable Revolving Credit Maturity Date (other to a date that is one year later than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend Date then in effect (each such date on which an extension occursrequest, an a “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day.
(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 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending LenderRequest”). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than four weeks after the Lender Notice Date)date such notice is given by Borrower to Agent, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). 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 Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent Request from each of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent’s receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrower that such extension has occurred.
(b) If (i) there shall exist no Default or Event of Default on any Lender gives the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation Agent written notice that it is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension.
(g) It is understood and agreed that extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Nonsuch a Request on or before four weeks after the date such notice is given by Borrower to Agent, then (w) the Lenders shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing current Revolving Credit Maturity Date without giving shall remain in effect (with no further right on the part of Borrower to such extension request.
request extensions thereof under this Section 2.14), and (hy) On the commitments of the Lenders to make Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lenderthen in effect, (i) the Revolving Credit Commitment of each Non-Extending Lender and Agent shall automatically terminate and (ii) promptly notify the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)thereof.
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (LINC Logistics Co)
Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time and from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date)time, by notice to the Administrative Agent (who shall promptly notify the Lenders)Agent, request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Revolving Credit Maturity Date (one-year extensions of the “Existing Revolving Credit Maturity Date”) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if (i) any requested Extension Date is such notice shall be delivered to the Administrative Agent not a Business Dayfewer than 45 days prior to the then effective Revolving Credit Maturity Date, (ii) no Default shall have occurred and be continuing as of the date of such request and (iii) the Borrower shall have satisfied the condition under Section 4.01(b) as of the date of, and with respect to, such Extension extension as if such date is the date of a Credit Event. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender shall respond to such request in writing within 30 days after such request, and any failure of a Revolving Credit Lender to respond shall be deemed a denial of such request. If the Required Revolving Lenders agree to such extension, the then effective Revolving Credit Maturity Date shall be extended for a one-year period subject, with respect to any Non-Extending Lender, to the immediately succeeding Business Dayprovisions of Section 2.27(b).
(b) Each If any Revolving Credit Lender does not consent to any extension request pursuant to Section 2.27(a) (each such Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) 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 Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify but the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to Required Revolving Lenders agree to such extension shall not obligate any other Lender to so agree(each such Lender, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by an “Extending Lender”), then (i) the Borrower for extension of the Revolving Credit Maturity Date.
(c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section.
(d) The Borrower shall have the right, but shall not be obligated, on or before the applicable then effective Revolving Credit Maturity Date for any each Extending Lender shall be extended for a one-year period and (ii) the Revolving Credit Commitments of each Non-Extending Lender to replace such Non-Extending Lender withshall, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in terms of Section 12.62.21, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before continue until the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition effect prior to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoextension.
(c) Notwithstanding the terms of Section 9.08, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Borrower and the Administrative Agent and the Borrower shall be entitled (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders.
(e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior except to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended extent required under subsection (b) above) to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of enter into any amendments to this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determinationAdministrative Agent believes are necessary to appropriately reflect, whether such date of determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding provide for the foregoingintegration of, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any a Revolving Credit Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Extending Lender unless:
(i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and
(iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension2.27.
(g) It is understood and agreed that the Revolving Credit Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Revolving Credit Maturity Date without giving effect to such extension request.
(h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.
Appears in 1 contract