Extension of Revolving Credit Termination Date. (a) Provided that no Default or Event of Default exists during the periods set forth below, the Borrower may request one or more extensions of the Revolving Credit Termination Date, each such extension to be for a period of 364-days, by giving written notice of each such request (each, an "Extension Request") to the Agent and each Lender during the period which is not less than 45 nor more than 60 days prior to the then current Revolving Credit Termination Date. Any extension of the Revolving Credit Termination Date requested in accordance with the foregoing procedure shall be determined as follows: (i) If the Required Lenders do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request (by giving written notice thereof to the Bor- rower and the Agent), the Revolving Credit Termination Date shall not be extended. (ii) If each Lender consents to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent) the Revolving Credit Termination Date shall be amended such that it shall end 364 days from the date of the then-current Revolving Credit Termination Date. Upon receipt of such con- sents from each Lender, the Agent will notify the Lenders of its receipt of all such consents and the new Revolving Credit Termination Date. (iii) If Lenders (each a "Nonconsenting Lender" and collectively, the Nonconsenting Lenders") having Commitments equal to 49% or less of the Aggregate Commitments do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent), the Borrower may elect to (i) withdraw such Extension Request, (ii) effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents, subject to, and in accordance with, the provisions of Section 2.19(c), or (iii) terminate the Commitment of each Nonconsenting Lender effective on the then current Revolving Credit Termination Date with respect to such Non- consenting Lender, and, on such date, pay to the Agent for dis- tribution to such Nonconsenting Lender the outstanding principal balance, if any, of the Note of such Nonconsenting Lender, to- gether with any accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Commitment Fee due to such Lender, and any other amount due to such Lender under this Agreement, whereupon (y) the then current Revolving Credit Termination Date shall be extended as to all Lenders from whom the Agent has received such consent (the "Consenting Lenders"), and the terms of clause (ii) of this Section 2.19 (a) shall apply to such extension, and (z) each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the then current Revolving Credit Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to in- demnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and pur- chase) and shall no longer have any obligations hereunder. (b) In the event the Borrower elects to terminate the Commitment of the Nonconsenting Lender under Section 2.19(a)(iii) above, the Agent is authorized and directed to amend Exhibit B, effective on the then current Revolving Credit Termination Date, and promptly distribute a copy thereof to the Borrower and the Consenting Lenders reflecting the new Commitment Amount of each Consenting Lender. The new Commitment Percentage of each Consenting Lender based on such new Commitment Amount (after giving effect to the ter- mination of each Nonconsenting Lender's Commitment) is sometimes hereinafter referred to as the "Reallocated Commitment Percentage." The Consenting Lenders agree (subject to their receipt of any mandatory prepayment referred to below), effective on the then current Revolving Credit Termination Date, to assume their Reallocated Commitment Percentages of the Revolving Credit Loans, provided, that if, after giving effect to such assumption, the out- standing principal balance of the Consenting Lenders' Revolving Credit Loans would exceed the Aggregate Commitments or any Lender's Commitment, then the Borrower will pay to the Agent on the then current Revolving Credit Termi- nation Date for distribution to the Consenting Lenders, an amount sufficient to reduce the outstanding principal balance of the Revolving Credit Loans to an amount which does not exceed the Aggregate Commitments and each Consenting Lender's Commitment. (c) In the event the Borrower elects to effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents in accordance with clause (ii) of Section 2.19(a)(iii) above, then, provided that there shall not exist and be continuing any Default or Event of Default, the Borrower may, subject to the terms of this Section 2.19(c), obtain the agreement of a Substitute Lender to accept such an assignment, and one or more Nonconsenting Lenders designated by the Borrower (as hereinafter set forth) shall, subject to the terms of this Section 2.19(c), assign all or part of their rights and obligations in the Loan Docu- ments to such Substitute Lender. The Borrower shall at least 15 days prior to the Revolving Credit Termination Date on which the Commitments of such Nonconsenting Lenders shall terminate (a "Nonconsenting Lender Termination Date") notify the Agent and one or more of the Nonconsenting Lenders of a Substitute Lender's agreement to accept such assignment from such Nonconsenting Lenders. Such notice shall set forth (i) the name of the Nonconsenting Lenders whose rights and obligations are to be assigned to said Substitute Lender, (ii) the percentage interest of the Nonconsenting Lenders' Commitments to be assigned to said Substitute Lender, and (iii) the amount of the Revolving Credit Loans to be so assigned and their type (i.e. ABR Advances, Eurodollar Advances and/or Competitive Bid Advances). Upon the Agent's consent to such assignment (which consent or denial shall be given by the Agent to the Borrower and applicable Nonconsenting Lenders within 5 days after the Agent's receipt of the foregoing notice from the Borrower) such Nonconsenting Lenders and the Substitute Lender shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement (which date shall not be later than the Nonconsenting Lender Termi- nation Date), the Substitute Lender shall be a party hereto. The Commitment of the Substitute Lender acquired pursuant to such Assignment and Assumption Agreement shall be coterminous with the Commitments of each Consenting Lender. The Borrower agrees upon written request of the Agent, and at the Borrower's expense, to execute and deliver to such Substitute Lender a Note, dated the effective date of such Assignment and Assumption Agreement, in an aggregate principal amount equal to the Revolving Credit Loans assigned to, and Commitments assumed by, the Substitute Lender, and the Agent shall amend Exhibit B, effective on such date to reflect the Reallocated Commitment Percentage of each Consenting Lender and such Substitute Lender and shall promptly distribute a copy thereof to the Borrower, each Consenting Lender and such Substitute Lender. At the request of the Borrower, the Nonconsenting Lender whose Commitment has been assigned shall promptly after the later to occur of such effective date and payment in full of all amounts hereunder and under the Note return to the Borrower its Note or other evidence that such Nonconsenting Lender has received full payment of such amounts. The purchase price paid under each Assignment and Assumption Agreement delivered pursuant to this Section 2.19(c) shall be the principal amount of the Revolving Credit Loans assigned thereunder. On the effective date of such Assignment and Assumption Agreement, the Borrower, the Substi- tute Lender and the Nonconsenting Lender shall make appropriate adjustments in the payment of interest, Commitment Fees and other amounts with respect to the assigned Revolving Credit Loans, it being understood, however, that the Nonconsenting Lender may require, as a condition to its execution and delivery of the Assignment and Assumption Agreement, that it receive all ac- crued and unpaid interest, Commitment Fees and other amounts due to it (whether or not the same are then payable) on the effective date of such Assignment and Assumption Agreement. To the extent that the Borrower does not purchase all of the rights and obligations of the Nonconsenting Lenders under the Loan Documents, then the Borrower will make the payment described in clause (iii) of Section 2.19(a)(iii) with respect to the Revolving Credit Loans and the interest, Commitment Fees and other amounts appurtenant thereto which are not the subject of such Assignment and Assumption Agreement. Each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the Nonconsenting Lender Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be ▇▇▇▇- bursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Borrower agrees to hold each Nonconsenting Lender harmless from any loss liability or claim incurred by or made against such Nonconsenting Lender in connection with any assignment made by it pursuant to this Section 2.19(c) (the obligations of the Borrower under the foregoing indemnity shall survive the termination of the Agreement and the Aggregate Commitments and the pay- ment of the Notes and all other amounts payable under the Loan Documents).
Appears in 1 contract
Extension of Revolving Credit Termination Date. (a) Provided that no Default or Event of Default exists during The Company may, from time to time, by notice to the periods set forth below, the Borrower may request one or more extensions of the Revolving Credit Termination Date, Agent (each such extension to be for a period of 364-days, by giving written notice of each such request (each, being an "Extension RequestNotice") to the Agent and each Lender during the period which is given no later than 30 days but not less than 45 nor more sooner than 60 days prior to October 31 of each year beginning 1996 (each such October 31, called an "Extension Date") of this Agreement, extend the Revolving Credit Termination Date to a date one year after the then current applicable Revolving Credit Termination Date. Any Such extension shall not be effective with respect to a Bank which, by a notice (a "Withdrawal Notice") to the Company and the Agent given within 30 days following the Agent's receipt of such Extension Notice, declines to consent to such extension or which has failed to respond to the Company and the Agent within said 30-day period (each Bank giving a Withdrawal Notice or failing to respond in a timely manner being called a "Withdrawing Bank" and each Bank other than a Withdrawing Bank being a "Continuing Bank"). Such extension shall be effective only if the aggregate of the Revolving Credit Termination Date requested Commitments of the Continuing Banks is 66 2/3% or more of the Aggregate Commitment in accordance with the foregoing procedure shall be determined as follows:
(i) If the Required Lenders do not consent to an Extension Request within 30, but not less than 15, days from effect on the date of such Extension Request (by giving written notice thereof this Agreement. If Banks with less than 66-2/3% of the Aggregate Commitment elect to the Bor- rower and the Agent)be Continuing Banks, the Revolving Credit Termination Date shall not be extended.
extended and the Banks (iiincluding Withdrawing Banks) shall be obligated to make Loans to the Company in accordance with the original terms of this Agreement (including any previously approved extensions). If each Lender consents to an Extension Request within 30Banks with 66-2/3% or more, but not less than 15100%, days from of the date of such Extension RequestAggregate Commitment elect to be Continuing Banks, (by giving written notice thereof the Company may, at any time prior to the Borrower then applicable Extension Date, invite the Continuing Banks to increase their Commitments and/or invite other banks to become party to the Agreement in accordance with Section 13.3, in an aggregate amount not to exceed the Commitments of the Withdrawing Banks. If the Company fails to receive new or increased Commitments equal to the Commitments of the Withdrawing Banks prior to the then applicable Extension Date, the Company may, at its option, elect to cancel the requested extension of the Revolving Credit Termination Date and the Agent) Banks, including the Withdrawing Banks, shall continue to be obligated to make Loans in accordance with the original terms of this Agreement (including any previously approved extensions). If the Company receives 66-2/3% or more, but less than 100%, of the Aggregate Commitment, and the Company elects not to cancel the requested extension, the Revolving Credit Termination Date shall be amended extended by one year, provided, however, that the Commitment of each Withdrawing Bank shall terminate on the then applicable Revolving Credit Termination Date without giving any effect to such that it shall end 364 days from the date of the then-current each Withdrawing Bank on such Revolving Credit Termination Date. Upon receipt of such con- sents from each Lender, provided, however, that so long as no Default or Unmatured Default exists, the Agent will notify the Lenders of its receipt of all Company may, at any time prior to such consents and the new Revolving Credit Termination Date.
(iii) If Lenders (each a "Nonconsenting Lender" and collectively, the Nonconsenting Lenders") having Commitments equal to 49% or less of the Aggregate Commitments do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent), the Borrower may elect to (i) withdraw such Extension Request, (ii) effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents, subject to, and in accordance with, the provisions of Section 2.19(c), or (iii) terminate the Commitment of each Nonconsenting Lender effective on the then current Revolving Credit Termination Date with respect to such Non- consenting Lender, and, on such date, pay and by not less than five Business Days' prior written notice to the Agent for dis- tribution to and any Withdrawing Bank, cancel such Nonconsenting Lender the outstanding principal balanceBank's Commitment, if anyand thereupon prepay all Loans made by such Bank, of the Note of such Nonconsenting Lender, to- gether together with any interest and fees accrued and unpaid interest thereon to the date of such paymentprepayment and breakage costs due under Section 3.3, any accrued if any, whereupon such Bank shall cease to be obliged to make further Loans hereunder, its Commitment shall be reduced to zero and unpaid Commitment Fee due to such Lender, and any other amount due to such Lender it shall be released from all unaccrued obligations under this Agreement. The Agent shall notify each Bank of its receipt of an Extension Notice within two Business Days after the Agent's receipt thereof. The Company may deliver only one Extension Notice per year.
(b) A Withdrawing Bank shall be obliged, whereupon at the request of the Company and subject to the Withdrawing Bank receiving payment in full of all amounts owing to it under this Agreement prior to completion of an assignment, to assign, without recourse or warranty and by an assignment agreement in substantially the form of Exhibit "J" attached hereto, and in accordance with Section 13.3, all of its rights and obligations hereunder to another financial institution which is an Eligible Assignee nominated by the Company and willing to participate in the facility in the place of such Withdrawing Bank; provided that such transferee satisfies all the requirements of this Agreement.
(yc) If the then current Revolving Credit Termination Date shall be have been extended as to all Lenders from whom the Agent has received such consent (the "Consenting Lenders"), and the terms in respect of clause (ii) of Continuing Banks in accordance with this Section 2.19
(a) shall apply to such extension2.6, and (z) each Nonconsenting Lender shall cease to be any Ratable Borrowing Notice or Notice of Conversion/Continuation specifying a "Lender" for all purposes of this Agreement Borrowing Date or Conversion/Continuation Date occurring after the then current Revolving Credit Termination Date applicable to a Withdrawing Bank or requesting an Interest Period extending beyond such Nonconsenting Lender date (except i) shall have no effect in respect of such Withdrawing Bank and (ii) shall not specify a requested aggregate principal amount exceeding, when combined with respect to its rights hereunder to be reimbursed for costs and expensesall then outstanding Advances, and to in- demnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and pur- chase) and shall no longer have any obligations hereunderthe Aggregate Commitment calculated on the basis of the Commitments of the Continuing Banks.
(bd) In If the event Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, all references herein to the Borrower elects to terminate the Commitment of the Nonconsenting Lender under Section 2.19(a)(iii) above, the Agent is authorized and directed to amend Exhibit B, effective on the then current "Revolving Credit Termination Date, and promptly distribute a copy thereof to the Borrower and the Consenting Lenders reflecting the new Commitment Amount of each Consenting Lender. The new Commitment Percentage of each Consenting Lender based on such new Commitment Amount (after giving effect to the ter- mination of each Nonconsenting Lender's Commitment) is sometimes hereinafter referred to as the "Reallocated Commitment Percentage." The Consenting Lenders agree (subject to their receipt of any mandatory prepayment referred to below), effective on the then current Revolving Credit Termination Date, to assume their Reallocated Commitment Percentages of the Revolving Credit Loans, provided, that if, after giving effect to such assumption, the out- standing principal balance of the Consenting Lenders' Revolving Credit Loans would exceed the Aggregate Commitments or any Lender's Commitment, then the Borrower will pay to the Agent on the then current Revolving Credit Termi- nation Date for distribution to the Consenting Lenders, an amount sufficient to reduce the outstanding principal balance of the Revolving Credit Loans to an amount which does not exceed the Aggregate Commitments and each Consenting Lender's Commitment.
(c) In the event the Borrower elects to effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents in accordance with clause (ii) of Section 2.19(a)(iii) above, then, provided that there shall not exist and be continuing any Default or Event of Default, the Borrower may, subject to the terms of this Section 2.19(c), obtain the agreement of a Substitute Lender to accept such an assignment, and one or more Nonconsenting Lenders designated by the Borrower (as hereinafter set forth) shall, subject with respect to the terms of this Section 2.19(c)all parties hereto other than Withdrawing Banks, assign all or part of their rights and obligations in the Loan Docu- ments to such Substitute Lender. The Borrower shall at least 15 days prior refer to the Revolving Credit Termination Date on which the Commitments of such Nonconsenting Lenders shall terminate (a "Nonconsenting Lender Termination Date") notify the Agent and one or more of the Nonconsenting Lenders of a Substitute Lender's agreement to accept such assignment from such Nonconsenting Lenders. Such notice shall set forth (i) the name of the Nonconsenting Lenders whose rights and obligations are to be assigned to said Substitute Lender, (ii) the percentage interest of the Nonconsenting Lenders' Commitments to be assigned to said Substitute Lender, and (iii) the amount of the Revolving Credit Loans to be as so assigned and their type (i.e. ABR Advances, Eurodollar Advances and/or Competitive Bid Advances). Upon the Agent's consent to such assignment (which consent or denial shall be given by the Agent to the Borrower and applicable Nonconsenting Lenders within 5 days after the Agent's receipt of the foregoing notice from the Borrower) such Nonconsenting Lenders and the Substitute Lender shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement (which date shall not be later than the Nonconsenting Lender Termi- nation Date), the Substitute Lender shall be a party hereto. The Commitment of the Substitute Lender acquired pursuant to such Assignment and Assumption Agreement shall be coterminous with the Commitments of each Consenting Lender. The Borrower agrees upon written request of the Agent, and at the Borrower's expense, to execute and deliver to such Substitute Lender a Note, dated the effective date of such Assignment and Assumption Agreement, in an aggregate principal amount equal to the Revolving Credit Loans assigned to, and Commitments assumed by, the Substitute Lender, and the Agent shall amend Exhibit B, effective on such date to reflect the Reallocated Commitment Percentage of each Consenting Lender and such Substitute Lender and shall promptly distribute a copy thereof to the Borrower, each Consenting Lender and such Substitute Lender. At the request of the Borrower, the Nonconsenting Lender whose Commitment has been assigned shall promptly after the later to occur of such effective date and payment in full of all amounts hereunder and under the Note return to the Borrower its Note or other evidence that such Nonconsenting Lender has received full payment of such amounts. The purchase price paid under each Assignment and Assumption Agreement delivered pursuant to this Section 2.19(c) shall be the principal amount of the Revolving Credit Loans assigned thereunder. On the effective date of such Assignment and Assumption Agreement, the Borrower, the Substi- tute Lender and the Nonconsenting Lender shall make appropriate adjustments in the payment of interest, Commitment Fees and other amounts with respect to the assigned Revolving Credit Loans, it being understood, however, that the Nonconsenting Lender may require, as a condition to its execution and delivery of the Assignment and Assumption Agreement, that it receive all ac- crued and unpaid interest, Commitment Fees and other amounts due to it (whether or not the same are then payable) on the effective date of such Assignment and Assumption Agreement. To the extent that the Borrower does not purchase all of the rights and obligations of the Nonconsenting Lenders under the Loan Documents, then the Borrower will make the payment described in clause (iii) of Section 2.19(a)(iii) with respect to the Revolving Credit Loans and the interest, Commitment Fees and other amounts appurtenant thereto which are not the subject of such Assignment and Assumption Agreement. Each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the Nonconsenting Lender Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be ▇▇▇▇- bursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Borrower agrees to hold each Nonconsenting Lender harmless from any loss liability or claim incurred by or made against such Nonconsenting Lender in connection with any assignment made by it pursuant to this Section 2.19(c) (the obligations of the Borrower under the foregoing indemnity shall survive the termination of the Agreement and the Aggregate Commitments and the pay- ment of the Notes and all other amounts payable under the Loan Documents)extended.
Appears in 1 contract
Sources: Credit Agreement (Nike Inc)
Extension of Revolving Credit Termination Date. During the period commencing not more than 120 days prior to, and ending not less than 30 days prior to, the Revolving Credit Termination Date then in effect, the Borrower may request two six-month extensions of the Revolving Credit Termination Date by delivering to the Administrative Agent a written notice (the “Extension Request”), which the Administrative Agent shall distribute promptly to the Lenders, provided that, (i) the Borrower may not submit more than two Extension Requests and (ii) the Revolving Credit Termination Date, as extended, shall not be later than [●], 2020.
(a) Provided The first extension of the Revolving Credit Termination Date (the “First Extended Revolving Credit Termination Date”) shall become automatically effective on the date on which the following conditions have been satisfied:
(i) the Administrative Agent shall have received the Extension Request;
(ii) no Default or Event of Default shall have occurred and be continuing either on the date that the Borrower delivers the Extension Request, or on the original Revolving Credit Termination Date immediately prior to or after giving effect to such extension, provided that, the Borrower shall deliver a certificate from a Responsible Officer together with the Extension Request certifying that no Default or Event of Default exists during the periods set forth below, shall have occurred and be continuing on such date; and
(iii) the Borrower may request one or more extensions shall have paid to the Administrative Agent, for distribution to each Lender, a one-time fee in an amount equal to 0.075% of the Revolving Credit Termination DateCommitment of such Lender on such date (or, each such extension to be for a period of 364-days, by giving written notice of each such request (each, an "Extension Request") to if the Agent and each Lender during the period which is not less than 45 nor more than 60 days prior to the then current Revolving Credit Termination Date. Any Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then outstanding).
(b) The second extension of the Revolving Credit Termination Date requested in accordance with the foregoing procedure shall be determined as follows:
(i) If the Required Lenders do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request (by giving written notice thereof to the Bor- rower and the Agent), the Revolving Credit Termination Date shall not be extended.
(ii) If each Lender consents to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent) the Revolving Credit Termination Date shall be amended such that it shall end 364 days from the date of the then-current Revolving Credit Termination Date. Upon receipt of such con- sents from each Lender, the Agent will notify the Lenders of its receipt of all such consents and the new Revolving Credit Termination Date.
(iii) If Lenders (each a "Nonconsenting Lender" and collectively, the Nonconsenting Lenders") having Commitments equal to 49% or less of the Aggregate Commitments do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent), the Borrower may elect to (i) withdraw such Extension Request, (ii) effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents, subject to, and in accordance with, the provisions of Section 2.19(c), or (iii) terminate the Commitment of each Nonconsenting Lender become automatically effective on the then current Revolving Credit Termination Date with respect to such Non- consenting Lender, and, on such date, pay to the Agent for dis- tribution to such Nonconsenting Lender the outstanding principal balance, if any, of the Note of such Nonconsenting Lender, to- gether with any accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Commitment Fee due to such Lender, and any other amount due to such Lender under this Agreement, whereupon (y) the then current Revolving Credit Termination Date shall be extended as to all Lenders from whom the Agent has received such consent (the "Consenting Lenders"), and the terms of clause (ii) of this Section 2.19
(a) shall apply to such extension, and (z) each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the then current Revolving Credit Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to in- demnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and pur- chase) and shall no longer have any obligations hereunder.
(b) In the event the Borrower elects to terminate the Commitment of the Nonconsenting Lender under Section 2.19(a)(iii) above, the Agent is authorized and directed to amend Exhibit B, effective on the then current Revolving Credit Termination Date, and promptly distribute a copy thereof to the Borrower and the Consenting Lenders reflecting the new Commitment Amount of each Consenting Lender. The new Commitment Percentage of each Consenting Lender based on such new Commitment Amount (after giving effect to the ter- mination of each Nonconsenting Lender's Commitment) is sometimes hereinafter referred to as the "Reallocated Commitment Percentage." The Consenting Lenders agree (subject to their receipt of any mandatory prepayment referred to below), effective on the then current Revolving Credit Termination Date, to assume their Reallocated Commitment Percentages of the Revolving Credit Loans, provided, that if, after giving effect to such assumption, the out- standing principal balance of the Consenting Lenders' Revolving Credit Loans would exceed the Aggregate Commitments or any Lender's Commitment, then the Borrower will pay to the Agent on the then current Revolving Credit Termi- nation Date for distribution to the Consenting Lenders, an amount sufficient to reduce the outstanding principal balance of the Revolving Credit Loans to an amount which does not exceed the Aggregate Commitments and each Consenting Lender's Commitment.
(c) In the event the Borrower elects to effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents in accordance with clause (ii) of Section 2.19(a)(iii) above, then, provided that there shall not exist and be continuing any Default or Event of Default, the Borrower may, subject to the terms of this Section 2.19(c), obtain the agreement of a Substitute Lender to accept such an assignment, and one or more Nonconsenting Lenders designated by the Borrower (as hereinafter set forth) shall, subject to the terms of this Section 2.19(c), assign all or part of their rights and obligations in the Loan Docu- ments to such Substitute Lender. The Borrower shall at least 15 days prior to the Revolving Credit Termination Date on which the Commitments of such Nonconsenting Lenders shall terminate (a "Nonconsenting Lender Termination Date") notify the Agent and one or more of the Nonconsenting Lenders of a Substitute Lender's agreement to accept such assignment from such Nonconsenting Lenders. Such notice shall set forth (i) the name of the Nonconsenting Lenders whose rights and obligations are to be assigned to said Substitute Lender, (ii) the percentage interest of the Nonconsenting Lenders' Commitments to be assigned to said Substitute Lender, and (iii) the amount of the Revolving Credit Loans to be so assigned and their type (i.e. ABR Advances, Eurodollar Advances and/or Competitive Bid Advances). Upon the Agent's consent to such assignment (which consent or denial shall be given by the Agent to the Borrower and applicable Nonconsenting Lenders within 5 days after the Agent's receipt of the foregoing notice from the Borrower) such Nonconsenting Lenders and the Substitute Lender shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement (which date shall not be later than the Nonconsenting Lender Termi- nation Date), the Substitute Lender shall be a party hereto. The Commitment of the Substitute Lender acquired pursuant to such Assignment and Assumption Agreement shall be coterminous with the Commitments of each Consenting Lender. The Borrower agrees upon written request of the Agent, and at the Borrower's expense, to execute and deliver to such Substitute Lender a Note, dated the effective date of such Assignment and Assumption Agreement, in an aggregate principal amount equal to the Revolving Credit Loans assigned to, and Commitments assumed by, the Substitute Lender, and the Agent shall amend Exhibit B, effective on such date to reflect the Reallocated Commitment Percentage of each Consenting Lender and such Substitute Lender and shall promptly distribute a copy thereof to the Borrower, each Consenting Lender and such Substitute Lender. At the request of the Borrower, the Nonconsenting Lender whose Commitment has following conditions have been assigned shall promptly after the later to occur of such effective date and payment in full of all amounts hereunder and under the Note return to the Borrower its Note or other evidence that such Nonconsenting Lender has received full payment of such amounts. The purchase price paid under each Assignment and Assumption Agreement delivered pursuant to this Section 2.19(c) shall be the principal amount of the Revolving Credit Loans assigned thereunder. On the effective date of such Assignment and Assumption Agreement, the Borrower, the Substi- tute Lender and the Nonconsenting Lender shall make appropriate adjustments in the payment of interest, Commitment Fees and other amounts with respect to the assigned Revolving Credit Loans, it being understood, however, that the Nonconsenting Lender may require, as a condition to its execution and delivery of the Assignment and Assumption Agreement, that it receive all ac- crued and unpaid interest, Commitment Fees and other amounts due to it (whether or not the same are then payable) on the effective date of such Assignment and Assumption Agreement. To the extent that the Borrower does not purchase all of the rights and obligations of the Nonconsenting Lenders under the Loan Documents, then the Borrower will make the payment described in clause (iii) of Section 2.19(a)(iii) with respect to the Revolving Credit Loans and the interest, Commitment Fees and other amounts appurtenant thereto which are not the subject of such Assignment and Assumption Agreement. Each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the Nonconsenting Lender Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be ▇▇▇▇- bursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Borrower agrees to hold each Nonconsenting Lender harmless from any loss liability or claim incurred by or made against such Nonconsenting Lender in connection with any assignment made by it pursuant to this Section 2.19(c) (the obligations of the Borrower under the foregoing indemnity shall survive the termination of the Agreement and the Aggregate Commitments and the pay- ment of the Notes and all other amounts payable under the Loan Documents).satisfied:
Appears in 1 contract
Extension of Revolving Credit Termination Date. During the period commencing not more than 120 days prior to, and ending not less than 30 days prior to, the Revolving Credit Termination Date then in effect, the Borrower may request two six-month extensions of the Revolving Credit Termination Date by delivering to the Administrative Agent a written notice (the “Extension Request”), which the Administrative Agent shall distribute promptly to the Lenders, provided that, (i) the Borrower may not submit more than two Extension Requests and (ii) the Revolving Credit Termination Date, as extended, shall not be later than the earlier of (x) March 8, 2023 and (y) the date that is one year prior to the earliest maturity date of any Incremental Term Loans, if any.
(a) Provided The first extension of the Revolving Credit Termination Date (the “First Extended Revolving Credit Termination Date”) shall become automatically effective on the date on which the following conditions have been satisfied:
(i) the Administrative Agent shall have received the Extension Request;
(ii) no Default or Event of Default shall have occurred and be continuing either on the date that the Borrower delivers the Extension Request, or on the original Revolving Credit Termination Date immediately prior to or after giving effect to such extension, provided that, the Borrower shall deliver a certificate from a Responsible Officer together with the Extension Request certifying that no Default or Event of Default exists during the periods set forth below, shall have occurred and be continuing on such date; and
(iii) the Borrower may request one or more extensions shall have paid to the Administrative Agent, for distribution to each Lender, a one-time fee in an amount equal to 0.075% of the Revolving Credit Termination DateCommitment of such Lender on such date (or, each such extension to be for a period of 364-days, by giving written notice of each such request (each, an "Extension Request") to if the Agent and each Lender during the period which is not less than 45 nor more than 60 days prior to the then current Revolving Credit Termination Date. Any Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then outstanding).
(b) The second extension of the Revolving Credit Termination Date requested in accordance with shall become automatically effective on the foregoing procedure shall be determined as followsdate on which the following conditions have been satisfied:
(i) If the Required Lenders do not consent to an Administrative Agent shall have received the Extension Request within 30, but not less than 15, days from Request;
(ii) the date of such Extension Request (by giving written notice thereof to the Bor- rower and the Agent), the First Extended Revolving Credit Termination Date shall not be extended.have occurred;
(iiiii) If each Lender consents to an Extension Request within 30, but not less than 15, days from no Default or Event of Default shall have occurred and be continuing either on the date of such that the Borrower delivers the Extension Request, (by giving written notice thereof to or on the Borrower and the Agent) the First Extended Revolving Credit Termination Date shall be amended such that it shall end 364 days from the date of the then-current Revolving Credit Termination Date. Upon receipt of such con- sents from each Lender, the Agent will notify the Lenders of its receipt of all such consents and the new Revolving Credit Termination Date.
(iii) If Lenders (each a "Nonconsenting Lender" and collectively, the Nonconsenting Lenders") having Commitments equal to 49% or less of the Aggregate Commitments do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent), the Borrower may elect to (i) withdraw such Extension Request, (ii) effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents, subject to, and in accordance with, the provisions of Section 2.19(c), or (iii) terminate the Commitment of each Nonconsenting Lender effective on the then current Revolving Credit Termination Date with respect to such Non- consenting Lender, and, on such date, pay to the Agent for dis- tribution to such Nonconsenting Lender the outstanding principal balance, if any, of the Note of such Nonconsenting Lender, to- gether with any accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Commitment Fee due to such Lender, and any other amount due to such Lender under this Agreement, whereupon (y) the then current Revolving Credit Termination Date shall be extended as to all Lenders from whom the Agent has received such consent (the "Consenting Lenders"), and the terms of clause (ii) of this Section 2.19
(a) shall apply to such extension, and (z) each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the then current Revolving Credit Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to in- demnification with respect to, matters attributable to events, acts or conditions occurring immediately prior to such assumption and pur- chase) and shall no longer have any obligations hereunder.
(b) In the event the Borrower elects to terminate the Commitment of the Nonconsenting Lender under Section 2.19(a)(iii) above, the Agent is authorized and directed to amend Exhibit B, effective on the then current Revolving Credit Termination Date, and promptly distribute a copy thereof to the Borrower and the Consenting Lenders reflecting the new Commitment Amount of each Consenting Lender. The new Commitment Percentage of each Consenting Lender based on such new Commitment Amount (after giving effect to the ter- mination of each Nonconsenting Lender's Commitment) is sometimes hereinafter referred to as the "Reallocated Commitment Percentage." The Consenting Lenders agree (subject to their receipt of any mandatory prepayment referred to below), effective on the then current Revolving Credit Termination Date, to assume their Reallocated Commitment Percentages of the Revolving Credit Loans, provided, that if, or after giving effect to such assumptionextension, provided that, the out- standing principal balance Borrower shall deliver a certificate from a Responsible Officer together with the Extension Request certifying that no Default or Event of the Consenting Lenders' Revolving Credit Loans would exceed the Aggregate Commitments or any Lender's Commitment, then Default shall have occurred and be continuing on such date; and
(iv) the Borrower will pay shall have paid to the Agent on the then current Revolving Credit Termi- nation Date Administrative Agent, for distribution to the Consenting Lenderseach Lender, a one-time fee in an amount sufficient equal to reduce the outstanding principal balance 0.075% of the Revolving Credit Loans to an amount which does not exceed the Aggregate Commitments and each Consenting Lender's Commitment.
Commitment of such Lender on such date (c) In the event the Borrower elects to effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents in accordance with clause (ii) of Section 2.19(a)(iii) aboveor, then, provided that there shall not exist and be continuing any Default or Event of Default, the Borrower may, subject to the terms of this Section 2.19(c), obtain the agreement of a Substitute Lender to accept such an assignment, and one or more Nonconsenting Lenders designated by the Borrower (as hereinafter set forth) shall, subject to the terms of this Section 2.19(c), assign all or part of their rights and obligations in the Loan Docu- ments to such Substitute Lender. The Borrower shall at least 15 days prior to if the Revolving Credit Termination Date on which the Commitments of such Nonconsenting Lenders shall terminate (a "Nonconsenting Lender Termination Date") notify the Agent and one or more of the Nonconsenting Lenders of a Substitute Lender's agreement to accept such assignment from such Nonconsenting Lenders. Such notice shall set forth (i) the name of the Nonconsenting Lenders whose rights and obligations are to be assigned to said Substitute Lender, (ii) the percentage interest of the Nonconsenting Lenders' Commitments to be assigned to said Substitute Lender, and (iii) the amount of the Revolving Credit Loans to be so assigned and their type (i.e. ABR Advances, Eurodollar Advances and/or Competitive Bid Advances). Upon the Agent's consent to such assignment (which consent or denial shall be given by the Agent to the Borrower and applicable Nonconsenting Lenders within 5 days after the Agent's receipt of the foregoing notice from the Borrower) such Nonconsenting Lenders and the Substitute Lender shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement (which date shall not be later than the Nonconsenting Lender Termi- nation Date)have been terminated, the Substitute Lender shall be a party hereto. The Commitment of the Substitute Lender acquired pursuant to such Assignment and Assumption Agreement shall be coterminous with the Commitments of each Consenting Lender. The Borrower agrees upon written request of the Agent, and at the Borrower's expense, to execute and deliver to such Substitute Lender a Note, dated the effective date of such Assignment and Assumption Agreement, in an aggregate principal amount equal to the Revolving Credit Loans assigned to, and Commitments assumed by, the Substitute Lender, and the Agent shall amend Exhibit B, effective on such date to reflect the Reallocated Commitment Percentage of each Consenting Lender and such Substitute Lender and shall promptly distribute a copy thereof to the Borrower, each Consenting Lender and such Substitute Lender. At the request of the Borrower, the Nonconsenting Lender whose Commitment has been assigned shall promptly after the later to occur of such effective date and payment in full of all amounts hereunder and under the Note return to the Borrower its Note or other evidence that such Nonconsenting Lender has received full payment of such amounts. The purchase price paid under each Assignment and Assumption Agreement delivered pursuant to this Section 2.19(c) shall be the principal amount of the Revolving Credit Loans assigned thereunder. On the effective date of such Assignment and Assumption Agreement, the Borrower, the Substi- tute Lender and the Nonconsenting Lender shall make appropriate adjustments in the payment of interest, Commitment Fees and other amounts with respect to the assigned Revolving Credit Loans, it being understood, however, that the Nonconsenting Lender may require, as a condition to its execution and delivery of the Assignment and Assumption Agreement, that it receive all ac- crued and unpaid interest, Commitment Fees and other amounts due to it (whether or not the same are then payable) on the effective date of such Assignment and Assumption Agreement. To the extent that the Borrower does not purchase all of the rights and obligations of the Nonconsenting Lenders under the Loan Documents, then the Borrower will make the payment described in clause (iii) of Section 2.19(a)(iii) with respect to the Revolving Credit Loans and the interest, Commitment Fees and other amounts appurtenant thereto which are not the subject of such Assignment and Assumption Agreement. Each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the Nonconsenting Lender Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be ▇▇▇▇- bursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Borrower agrees to hold each Nonconsenting Lender harmless from any loss liability or claim incurred by or made against such Nonconsenting Lender in connection with any assignment made by it pursuant to this Section 2.19(c) (the obligations of the Borrower under the foregoing indemnity shall survive the termination of the Agreement and the Aggregate Commitments and the pay- ment of the Notes and all other amounts payable under the Loan Documentsoutstanding).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Chatham Lodging Trust)
Extension of Revolving Credit Termination Date. (a) Provided that no Default or Event of Default exists during the periods set forth below, the Borrower may request one or more extensions of the Revolving Credit Termination Date, each such extension to be for a period of 364-days, by giving written . The Borrower shall give notice of each such request to the Agent (each, an "Extension Request") to the Agent and each Lender during the period which is not less than 45 nor more than 60 at least 30 days prior to the then current Revolving Credit Termination DateDate (the Lenders being under no obligation to consider any request delivered after such date). Any extension of the Revolving Credit Termination Date requested in accordance with the foregoing procedure shall be determined as follows:
(i) If all of the Required Lenders do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request (by giving written notice thereof to such period being the Bor- rower and the Agent), the Revolving Credit Termination Date shall not be extended.
(ii) If each Lender consents to an "Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the AgentConsideration Period") the Revolving Credit Termination Date shall be amended such that it shall end 364 days from the date of the then-current Revolving Credit Termination Dateextended as provided above. Upon receipt of such con- sents consents from each Lender, the Agent will notify the Lenders of its receipt of all such consents and the new Revolving Credit Termination Date.
(iiiii) If Lenders (each a "Nonconsenting Lender" and collectivelyfewer than all Lenders, but at least the Nonconsenting Required Lenders") having Commitments equal to 49% or less of the Aggregate Commitments do not , consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent)Agent during the Extension Consideration Period, the Borrower may elect to (i) withdraw such Extension Request, (ii) effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan DocumentsDocuments of each Lender who did not consent to such Extension Request (each a "Nonconsenting Lender" and collectively, the "Nonconsenting Lenders"), subject to, and in accordance with, the provisions of Section 2.19(c), or (iii) terminate the Commitment of each Nonconsenting Lender effective on the then current Revolving Credit Termination Date with respect to such Non- consenting Nonconsenting Lender, and, on such date, pay to the Agent for dis- tribution distribution to such Nonconsenting Lender the outstanding principal balance, if any, of the Note of such Nonconsenting Lender, to- gether together with any accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Commitment Facility Fee due to such Lender, and any other amount due to such Lender under this Agreement, whereupon (y) the then current Revolving Credit Termination Date shall be extended as to all Lenders from whom the Agent has received such consent (the "Consenting Lenders"), and the terms Agent will notify the Consenting Lenders of clause (ii) of this Section 2.19
(a) shall apply to such extensionthe new Revolving Credit Termination Date and the new Total Commitment Amount, and (z) each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after be
(iii) If Lenders comprising at least the then current Required Lenders do not consent to an Extension Request, by giving written notice thereof to the Borrower during the Extension Consideration Period, the Revolving Credit Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to shall not be reimbursed for costs and expenses, and to in- demnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and pur- chase) and shall no longer have any obligations hereunderextended.
(b) In the event the Borrower elects to terminate the Commitment of the Nonconsenting Lender under Section 2.19(a)(iii2.19(a)(ii) above, the Agent is authorized and directed to amend Exhibit B, effective on the then current Revolving Credit Termination Date, and promptly distribute a copy thereof to the Borrower and the Consenting Lenders reflecting the new Commitment Amount of each Consenting LenderLender and the new Total Commitment Amount. The new Commitment Percentage of each Consenting Lender based on such new Total Commitment Amount (after giving effect to the ter- mination termination of each Nonconsenting Lender's Commitment) is sometimes hereinafter referred to as the "Reallocated Commitment Percentage." The Consenting Lenders agree (subject to their receipt of any mandatory prepayment referred to below), effective on the then current Revolving Credit Termination Date, to assume their Reallocated Commitment Percentages of the Revolving Credit Loans, provided, that if, after giving effect to such assumption, the out- standing outstanding principal balance of the Consenting Lenders' Revolving Credit Loans would exceed the Aggregate Commitments Total Commitment Amount or any Lender's CommitmentCommitment Amount, then the Borrower will pay to the Agent on the then current Revolving Credit Termi- nation Termination Date for distribution to the Consenting Lenders, an amount sufficient to reduce the outstanding principal balance of the Revolving Credit Loans to an amount which does not exceed the Aggregate Commitments Total Commitment Amount and each Consenting Lender's CommitmentCommitment Amount.
(c) In the event the Borrower elects to effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents in accordance with clause (ii) of Section 2.19(a)(iii2.19(a)(ii) above, then, provided that there shall not exist and be continuing any Default or Event of Default, the Borrower may, subject to the terms of this Section 2.19(c), obtain the agreement of a Substitute Lender to accept such an assignment, and one or more Nonconsenting Lenders designated by the Borrower (as hereinafter set forth) shall, subject to the terms of this Section 2.19(c), assign all or part of their rights and obligations in the Loan Docu- ments Documents to such Substitute Lender. The Borrower shall at least 15 days prior to the Revolving Credit Termination Date on which the Commitments of such Nonconsenting Lenders shall terminate (a "Nonconsenting Lender Termination Date") notify the Agent and one or more of the Nonconsenting Lenders of a Substitute Lender's agreement to accept such assignment from such Nonconsenting Lenders. Such notice shall set forth (i) the name of the Nonconsenting Lenders whose rights and obligations are to be assigned to said Substitute Lender, (ii) the percentage interest of the Nonconsenting Lenders' Commitments to be assigned to said Substitute Lender, and (iii) the amount of the Revolving Credit Loans to be so assigned and their type (i.e. ABR Advances, Eurodollar Advances and/or Competitive Bid Advances). Upon the Agent's consent to such assignment (which consent or denial shall be given by the Agent to the Borrower and applicable Nonconsenting Lenders within 5 days after the Agent's receipt of the foregoing notice from the Borrower) such Nonconsenting Lenders and the Substitute Lender shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement (which date shall not be later than the Nonconsenting Lender Termi- nation Date), the Substitute Lender shall be a party hereto. The Commitment of the Substitute Lender acquired pursuant to such Assignment and Assumption Agreement shall be coterminous with the Commitments of each Consenting Lender. The Borrower agrees upon written request of the Agent, and at the Borrower's expense, to execute and deliver to such Substitute Lender a Note, dated the effective date of such Assignment and Assumption Agreement, in an aggregate principal amount equal to the Revolving Credit Loans assigned to, and Commitments assumed by, the Substitute Lender, and the Agent shall amend Exhibit B, effective on such date to reflect the Reallocated Commitment Percentage of each Consenting Lender and such Substitute Lender and shall promptly distribute a copy thereof to the Borrower, each Consenting Lender and such Substitute Lender. At the request of the Borrower, the Nonconsenting Lender whose Commitment has been assigned shall promptly after the later to occur of such effective date and payment in full of all amounts hereunder and under the Note return to the Borrower its Note or other evidence that such Nonconsenting Lender has received full payment of such amounts. The purchase price paid under each Assignment and Assumption Agreement delivered pursuant to this Section 2.19(c) shall be the principal amount of the Revolving Credit Loans assigned thereunder. On the effective date of such Assignment and Assumption Agreement, the Borrower, the Substi- tute Substitute Lender and the Nonconsenting Lender shall make appropriate adjustments in the payment of interest, Commitment Facility Fees and other amounts with respect to the assigned Revolving Credit Loans, it being understood, however, that the Nonconsenting Lender may require, as a condition to its execution and delivery of the Assignment and Assumption Agreement, that it receive all ac- crued accrued and unpaid interest, Commitment Facility Fees and other amounts due to it (whether or not the same are then payable) on the effective date of such Assignment and Assumption Agreement. To the extent that the Borrower does not purchase all of the rights and obligations of the Nonconsenting Lenders under the Loan Documents, then the Borrower will make the payment described in clause (iii) of Section 2.19(a)(iii2.19(a)(ii) with respect to the Revolving Credit Loans and the interest, Commitment Fees and other amounts appurtenant thereto which are not the subject of such Assignment and Assumption Agreement. Each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the Nonconsenting Lender Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be ▇▇▇▇- bursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Borrower agrees to hold each Nonconsenting Lender harmless from any loss liability or claim incurred by or made against such Nonconsenting Lender in connection with any assignment made by it pursuant to this Section 2.19(c) (the obligations of the Borrower under the foregoing indemnity shall survive the termination of the Agreement and the Aggregate Commitments and the pay- ment of the Notes and all other amounts payable under the Loan Documents).the
Appears in 1 contract
Extension of Revolving Credit Termination Date. (a) Provided that no Default or Event At any time after the first anniversary of Default exists during the periods set forth below, the Borrower may request one or more extensions of date this Agreement but prior to the Revolving Credit Termination Date, each such extension to be for a period of 364-daysthe Company, by giving written notice of each such request (each, an "Extension Request") to the Agent and each Lender during the period which is not less than 45 nor more than 60 days prior to the then current Revolving Credit Termination Date. Any Agent, may request an extension of the Revolving Credit Termination Date requested by a period of one year from the date then in accordance with effect. The Agent shall promptly send each Lender a copy of such extension request, and each Lender shall in turn, in its sole discretion, not later than the foregoing procedure shall be determined as follows:
thirty (i30) If the Required Lenders do not consent to an Extension Request within 30, but not less than 15, days from following the date of such extension request, notify the Company and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Company in writing of its consent to any such extension request on or before such 30/th/ day (such 30/th/ day hereinafter referred to as the "Extension Request (by giving written notice thereof Date"), such Lender shall be deemed not to have consented to such request. The Agent shall notify the Company on or prior to the Bor- rower Extension Date of the decision of the Lenders regarding the Company's request for an extension of the Revolving Credit Termination Date.
(b) If all Lenders consent in writing to such request in accordance with subsection (a) of this Section 2.23, the Revolving Credit Termination 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 Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.23, the Agent)Revolving Credit Termination Date in effect at such time shall be extended, but only as to those Lenders who consented to such extension, and only if the aggregate Commitment Amount of the consenting Lenders would equal or exceed $75,000,000. To the extent the aggregate Commitment Amount would not equal or exceed $75,000,000, the Revolving Credit Termination Date shall not be extended.
(ii) If each Lender consents to an Extension Request within 30. In addition, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent) extent the Revolving Credit Termination Date shall be amended such that it shall end 364 days from the date of the then-current Revolving Credit Termination Date. Upon receipt of such con- sents from each is not extended as to any Lender, the Agent will notify the Lenders of its receipt of all such consents and the new Revolving Credit Termination Date.
(iii) If Lenders (each a "Nonconsenting Lender" and collectively, the Nonconsenting Lenders") having Commitments equal to 49% or less of the Aggregate Commitments do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent), the Borrower may elect to then (i) withdraw such Extension Request, (ii) effect an assignment of all or part Lender's Commitment Percentage of the Nonconsenting Lenders' rights and obligations under the Loan Documents, subject toCommitment Amount shall remain in effect until, and automatically terminate in accordance withwhole upon, the provisions of Section 2.19(c), or (iii) terminate the Commitment of each Nonconsenting Lender effective on the then current Revolving Credit Termination Date with respect to such Non- consenting Lender, and, on such date, pay to the Agent for dis- tribution to such Nonconsenting Lender the outstanding principal balance, if any, of the Note of such Nonconsenting Lender, to- gether with any accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Commitment Fee due to such Lender, and any other amount due to such Lender under this Agreement, whereupon (y) the then current Revolving Credit Termination Date shall be extended as to all Lenders from whom the Agent has received such consent (the "Consenting Lenders"), and the terms of clause (ii) of this Section 2.19
(a) shall apply to such extension, and (z) each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the then current Revolving Credit Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to in- demnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and pur- chase) and shall no longer have any obligations hereunder.
(b) In the event the Borrower elects to terminate the Commitment of the Nonconsenting Lender under Section 2.19(a)(iii) above, the Agent is authorized and directed to amend Exhibit B, effective on the then current original unextended Revolving Credit Termination Date, and promptly distribute a copy thereof (ii) upon such termination as to such Lender, the Borrower and the Consenting Lenders reflecting the new aggregate Commitment Amount of each Consenting Lender. The new Commitment Percentage of each Consenting Lender based on the Lenders under this Agreement shall be automatically reduced by an amount equal to such new Commitment Amount (after giving effect to the ter- mination of each Nonconsenting Lender's Commitment) is sometimes hereinafter referred to as the "Reallocated terminated Commitment Percentage." The Consenting Lenders . It is understood and agreed that no Lender shall have any obligation whatsoever to agree (subject to their receipt any request made by the Company for any requested extension of any mandatory prepayment referred to below), effective on the then current Revolving Credit Termination Date, to assume their Reallocated . It is further understood and agreed that in no event shall the Commitment Percentages Percentage of the Revolving Credit Loans, provided, that if, after giving effect to such assumption, Lenders hereunder extend for a period longer than 365 days from the out- standing principal balance of the Consenting Lenders' Revolving Credit Loans would exceed the Aggregate Commitments or any Lender's Commitment, then the Borrower will pay to the Agent on the then current Revolving Credit Termi- nation Date for distribution to the Consenting Lenders, an amount sufficient to reduce the outstanding principal balance of the Revolving Credit Loans to an amount which does not exceed the Aggregate Commitments and each Consenting Lender's Commitment.
(c) In the event the Borrower elects to effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents in accordance with clause (ii) of Section 2.19(a)(iii) above, then, provided that there shall not exist and be continuing any Default or Event of Default, the Borrower may, subject to the terms of this Section 2.19(c), obtain the agreement of a Substitute Lender to accept such an assignment, and one or more Nonconsenting Lenders designated by the Borrower (as hereinafter set forth) shall, subject to the terms of this Section 2.19(c), assign all or part of their rights and obligations in the Loan Docu- ments to such Substitute Lender. The Borrower shall at least 15 days prior to the original Revolving Credit Termination Date on which the Commitments of such Nonconsenting Lenders shall terminate (a "Nonconsenting Lender Termination Date") notify the Agent and one or more of the Nonconsenting Lenders of a Substitute Lender's agreement to accept such assignment from such Nonconsenting Lenders. Such notice shall set forth (i) the name of the Nonconsenting Lenders whose rights and obligations are to be assigned to said Substitute Lender, (ii) the percentage interest of the Nonconsenting Lenders' Commitments to be assigned to said Substitute Lender, and (iii) the amount of the Revolving Credit Loans to be so assigned and their type (i.e. ABR Advances, Eurodollar Advances and/or Competitive Bid Advances). Upon the Agent's consent to such assignment (which consent or denial shall be given by the Agent to the Borrower and applicable Nonconsenting Lenders within 5 days after the Agent's receipt of the foregoing notice from the Borrower) such Nonconsenting Lenders and the Substitute Lender shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement (which date shall not be later than the Nonconsenting Lender Termi- nation Date), the Substitute Lender shall be a party hereto. The Commitment of the Substitute Lender acquired pursuant to such Assignment and Assumption Agreement shall be coterminous with the Commitments of each Consenting Lender. The Borrower agrees upon written request of the Agent, and at the Borrower's expense, to execute and deliver to such Substitute Lender a Note, dated the effective date of such Assignment and Assumption Agreement, in an aggregate principal amount equal to the Revolving Credit Loans assigned to, and Commitments assumed by, the Substitute Lender, and the Agent shall amend Exhibit B, effective on such date to reflect the Reallocated Commitment Percentage of each Consenting Lender and such Substitute Lender and shall promptly distribute a copy thereof to the Borrower, each Consenting Lender and such Substitute Lender. At the request of the Borrower, the Nonconsenting Lender whose Commitment has been assigned shall promptly after the later to occur of such effective date and payment in full of all amounts hereunder and under the Note return to the Borrower its Note or other evidence that such Nonconsenting Lender has received full payment of such amounts. The purchase price paid under each Assignment and Assumption Agreement delivered pursuant to this Section 2.19(c) shall be the principal amount of the Revolving Credit Loans assigned thereunder. On the effective date of such Assignment and Assumption Agreement, the Borrower, the Substi- tute Lender and the Nonconsenting Lender shall make appropriate adjustments in the payment of interest, Commitment Fees and other amounts with respect to the assigned Revolving Credit Loans, it being understood, however, that the Nonconsenting Lender may require, as a condition to its execution and delivery of the Assignment and Assumption Agreement, that it receive all ac- crued and unpaid interest, Commitment Fees and other amounts due to it (whether or not the same are then payable) on the effective date of such Assignment and Assumption Agreement. To the extent that the Borrower does not purchase all of the rights and obligations of the Nonconsenting Lenders under the Loan Documents, then the Borrower will make the payment described in clause (iii) of Section 2.19(a)(iii) with respect to the Revolving Credit Loans and the interest, Commitment Fees and other amounts appurtenant thereto which are not the subject of such Assignment and Assumption Agreement. Each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the Nonconsenting Lender Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be ▇▇▇▇- bursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Borrower agrees to hold each Nonconsenting Lender harmless from any loss liability or claim incurred by or made against such Nonconsenting Lender in connection with any assignment made by it pursuant to this Section 2.19(c) (the obligations of the Borrower under the foregoing indemnity shall survive the termination of the Agreement and the Aggregate Commitments and the pay- ment of the Notes and all other amounts payable under the Loan Documents).
Appears in 1 contract
Sources: Credit Agreement (Brookstone Inc)