Extensions of Commitments. Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments) (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): (i) except as to interest rates, fees and final maturity date, the Commitments of any Lender extended pursuant to any Extension (“Extended Commitments”) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrower.
Appears in 1 contract
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders of any Class of Term Loans and/or Revolving Commitments on a Pro Rata pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate out- standing Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), Administrative the Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the such Lender’s Loans and/or Commitments of such Lender Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without with- out limitation, by increasing the interest rate or fees payable in respect of such CommitmentsLender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (eachii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Ex- tended Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which the Pro Rata Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion).
(b) The Borrower and each group of Commitments as so extended, as well Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the group Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of original Commitments not so extendedsuch Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity datedate and participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Commitments of any Lender extended pursuant Extended Term Loans shall, subject to any Extension clauses (“Extended Commitments”ii) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii) of this proviso, have (x) the final maturity date same terms as the existing Class of any Extended Commitment Term Loans from which they are extended or (y) such other terms as shall be no earlier than reasonably satisfactory to the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrower.Agent,
Appears in 1 contract
Sources: Credit Agreement (Match Group, Inc.)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, including Section 2.18(d), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower Representative to all Lenders of Loans with a like Maturity Date or of the same tranche on a Pro Rata pro rata basis (based on the aggregate Commitments with a like Maturity Date or of the same tranche) and on the same terms to each such Lender, Administrative the Borrower may Representative is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of the Commitments each such Lender’s applicable Commitment and otherwise modify the interest rate or fees payable in respect of the Commitments terms of such Lender Commitment pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsCommitment (and related outstandings)) (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitmentsconverted)), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity date(which shall be determined by the Borrower Representative and set forth in the relevant Extension Offer), the Commitments Commitment of any Lender that agrees to an extension with respect to such Commitment extended pursuant to any an Extension (an “Extended CommitmentsCommitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) (A) with the same terms as the original Commitments (and related outstandings), (B) with different terms that apply only after the original Commitments being extended expire or (C) with such other terms as shall have be reasonably satisfactory to the terms and conditions that are substantially identical to all other CommitmentsAdministrative Agent; provided, provided that (1x) subject to the borrowing provisions of Section 2.05(e) and repayment Section 2.06(m) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentage of the Commitments (and except as provided in Section 2.05(e) and Section 2.06(m), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), ) and (B) repayments required upon the maturity date of the non-extended Commitments extending Commitments) and (Cy) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended at no time shall there be Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, hereunder (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of including Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loansany original Commitments) which have more than three different maturity dates, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative the Borrower Representative pursuant to such Extension Offer, then the Commitments Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viv) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower Representative. For the avoidance of doubt, no Lender shall be obligated to accept the terms contained in any Extension Offer and any Lender failing to respond to an Extension Offer within the time period required by such Extension Offer shall be deemed to have declined such Extension Offer.
(b) With respect to all Extensions consummated by the Borrower Representative pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that (x) the Borrower Representative may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower Representative’s discretion and may be waived by the Borrower Representative) of Commitments of any or all applicable tranches be tendered. The Administrative BorrowerAgent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.11 and Section 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Commitments (or a portion thereof) and (B) the consent of each Issuing Bank, which consent shall not be unreasonably withheld or delayed. All Extended Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Representative and/or any of the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Representative and such other Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent).
(d) In connection with any Extension, the Borrower Representative shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section.
Appears in 1 contract
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an a “Extension Offer”) made from time to time by Administrative the Borrower Representative to all Lenders of a given Class of Commitments with the same Maturity Date on a Pro Rata pro rata basis (based on the aggregate amount of the respective Commitments of such Class) and on the same terms to each such Lender, Administrative the Borrower Representative may from time to time time, with the consent of any Lender that shall have accepted such offer Extension Offer, extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the Commitments of each such Lender pursuant to a date that is no earlier than the terms then Latest Maturity Date of the relevant Extension Offer any other Commitment or Loan hereunder (including, without limitation, by increasing the interest rate or fees payable in respect of each such Commitments) (each, transaction an “Extension”, any such Commitments so amended, “Extended Commitments”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “trancheClass”; any Extended Commitments shall constitute a separate tranche Class of Commitments from the tranche Class of Commitments from which they were converted and a separate class of Commitmentsconverted), so long as the following terms are satisfied (or waived): satisfied:
(i) no Default or Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Commitments;
(ii) except as to interest rates, fees and fees, final maturity date, and participation in prepayments (which shall, subject to Section 2.23(a)(iii), be determined by the Company and set forth in the relevant Extension Offer), the Extended Commitments of any Lender extended pursuant that agrees to any an Extension Offer (each, an “Extended CommitmentsExtending Lender”) shall have the same terms and conditions that are substantially identical as the Class of Commitments subject to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable such Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, Offer;
(iii) the final maturity date of any Extended Commitment Commitments shall be no earlier than the then Latest Maturity Date, Date of any other Commitment or Loan hereunder and at no time shall the Commitments (including Extended Commitments) have more than five different maturity dates;
(iv) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower the Borrowers pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, ;
(v) any Extended Commitments shall be permitted by the terms of the Intercreditor Agreement (to the extent any Intercreditor Agreement is then in effect) and the terms of all Material Indebtedness; and
(vi) all documentation in respect of such Extension and Extended Commitments shall be consistent with the foregoing and in a form reasonably satisfactory to the Administrative Agent.
(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.23, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11(b) and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment. The Lenders hereby consent to the Extensions and other transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment section) or any other Loan Document that may otherwise prohibit or restrict any such Extension or any other transaction contemplated by this Section 2.23. 91
(c) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended to give effect to each Extension (an “Extension Amendment”), without the consent of any Lenders other than extending Lenders, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Commitments incurred pursuant thereto, (B) modify the prepayments set forth in Section 2.11(b) to reflect the existence of the Extended Commitments and the application of prepayments with respect thereto and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.23, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent and the Collateral Agent to enter into any such Extension Amendment. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.23(c) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extension, the respective Loan Parties shall (at their expense) deliver to the Collateral Agent such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that such Extended Commitments are provided with the benefit of the applicable Loan Documents, including, as applicable, such amendments to any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date after giving effect to such Extension (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with any Extension, the Borrower Representative shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.23.
(e) Except as expressly provided herein in clause (a)(ii), all Extended Commitments effected pursuant to any Extension Offer and Extension Amendment shall be subject to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Lenders, as the case may be, may be different than those paid with respect to the existing Lenders under the then existing Commitments on or prior to the Closing Date or with respect to any other Extending Lenders in connection with any other Extended Commitments effected pursuant to this Section 2.23); provided, however, that at the election of the Borrower Representative (in consultation with the Administrative Agent), the Borrower Representative may offer to effect Extended Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended Commitments (and related outstandings) and (viii) such other covenants and terms which apply to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Amendment related thereto (immediately prior to the establishment of such Extended Commitments). After giving effect to any Extended Commitment, all borrowings under the Commitments (including any such Extended Commitment) and repayments thereunder shall be made on a pro rata basis (except for (x) any payments of interest and fees at different rates on any Extension Series (and related outstandings) and (y) repayments required upon the applicable Minimum Maturity Date of other Commitments).
(f) Any Extended Commitments effected pursuant to an Extension Condition Offer shall be satisfied unless waived by Administrative Borrowerdesignated a series (each, an “Extension Series”) of Extended Commitments for all purposes of this Agreement.
(g) This Section 2.23 shall supersede any provisions in Section 2.18 or Section 9.03 to the contrary.
Appears in 1 contract
Sources: Term Loan Credit Agreement
Extensions of Commitments. 2.4.1 Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments) (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): (i) except as to interest rates, fees and final maturity date, the Commitments of any Lender extended pursuant to any Extension (“Extended Commitments”) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrower.
2.4.2 With respect to all Extensions consummated pursuant to this Section 2.4, (i) no Extension Offer is required to be in any minimum amount or any minimum increment, provided, that Administrative Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Administrative Borrower’s sole discretion and may be waived by Administrative Borrower) of Commitments of any or all applicable classes to participate in such Extension. Agent and Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.4 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any other provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.4.
2.4.3 Each of the parties hereto hereby (A) agrees that this Agreement and the other Loan Documents may be amended to give effect to each Extension (an “Extension Amendment”), without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Commitments incurred pursuant thereto, and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agent and Administrative Borrower, to effect the provisions of this Section 2.4, and Required Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize Agent to enter into any such Extension Amendment and (B) consent to the transactions contemplated by this Section 2.4 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment). Without limiting the foregoing, in connection with any Extension, if necessary, the respective Loan Parties shall (at their expense) amend (and Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date after giving effect to such Extension (or such later date as may be advised by local counsel to Agent).
Appears in 1 contract
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders holding Commitments with a like termination date on a Pro Rata pro rata basis (based on the aggregate principal amount of the Commitments with a like termination date) and on the same terms to each such Lender, Administrative the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity termination date of the each such Lender’s Commitments and otherwise modify the interest rate or fees payable in respect of the Commitments terms of such Lender Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing changing the interest rate or fees payable in respect of such CommitmentsCommitments (and related outstandings)) (each, an “Extension”, and each group of Commitments Commitments, as so extended, as well as the group of original Commitments (not so extended), being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitmentsconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity date(which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Commitments Commitment of any Lender that agrees to an extension with respect to such Commitment extended pursuant to any an Extension (an “Extended CommitmentsCommitment”; and the Loans thereunder, “Extended Loans”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) shall have with the same terms as the original Commitments (and conditions that are substantially identical to all other Commitmentsrelated outstandings); provided, provided that (1x) subject to the borrowing provisions of Section 2.04(l) to the extent dealing with Letters of Credit which mature or expire after a termination date when there exist Extended Commitments with a longer termination date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentages (and repayment except as provided in Section 2.04(l), without giving effect to changes thereto on an earlier termination date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity voluntary termination or reduction of any tranche of non-extending Commitments by the Borrower in accordance with Section 2.09(b) and (C) repayments required upon the termination date of the non-extended Commitments extending Commitments) and (Cy) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to at no time shall there be Commitments hereunder (including Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2any commitments under any Replacement Facility and any original Commitments) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and that have more than two different termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loansdates, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate principal amount of Commitments Commitments, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative the Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viv) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (viv) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.09, 2.10, 2.11 or 2.18 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be 509265-1574-14872-Active.18681323.8 determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.09, 2.10, 2.11 or 2.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to its Commitments (or a portion thereof) and (B) the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed (provided that the consent of an Issuing Lender shall not be required if, after giving effect to such Extension (and any amendments to this Agreement and the other Loan Documents relating thereto), such Issuing Lender shall have no obligation to issue Letters of Credit after the effective date of such Extension). All Extended Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Commitments so extended and such technical amendments as may be necessary or appropriate in the discretion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section.
Appears in 1 contract
Sources: Credit Agreement (Griffon Corp)
Extensions of Commitments. Notwithstanding anything (a) The Company may from time to time, but not more than twice during the contrary in Section 15.1 or any other provision term of this Agreement, pursuant to the provisions of this Section 2.14, agree with one or more offers (each, an “Extension Offer”) made from time Banks holding Commitments to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments Fixed Termination Date by one (1) year, and otherwise modify the interest rate or fees payable in respect of the Commitments of such Lender pursuant to the terms of the relevant Extension Offer such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsCommitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Company to all Banks, in each case on a pro rata basis (based on their respective Percentages) and on the same terms to each such Bank. In connection with each Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from Company will provide notification to the tranche of Commitments from which they were converted and a separate class of CommitmentsAgent (for distribution to the Banks), so long as no later than thirty (30) days prior to the following terms are satisfied Fixed Termination Date of the requested new termination date for the extended Commitments (or waived): each an “Extended Termination
(i) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) except as to interest rates, fees and final maturity termination date, the Commitments Commitment of any Lender Bank extended pursuant to any Extension (“Extended Commitments”) shall have the same terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce as the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event Banks that did not agree to the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, Offer; (iii) the final maturity date Fixed Termination Date of any Extended Commitment the Commitments to be extended pursuant to an Extension shall be no earlier later than the then Latest Maturity Date, Fixed Termination Date of the Commitments of the Banks that did not agree to the Extension Offer; (iv) if the aggregate amount of Commitments in respect of which Lenders Banks shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower the Company pursuant to such the relevant Extension Offer, then the such Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have relative Commitments of the Banks that accepted such Extension Offer, ; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.3 shall be satisfied (with all references in such Section to a request for a Loan being deemed to be references to the Extension on the applicable date of such Extension), and the Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by a Responsible Officer of the Company.
(b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above).
(c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $375,000,000, unless waived another amount is agreed to by Administrative Borrowerthe Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Banks that did not extend their Commitments, in each case as is set forth in the relevant Extension Offer.
(d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Agent shall reasonably request to accomplish the purposes of this Section 2.14.
(e) In connection with any Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be
Appears in 1 contract
Sources: Credit Agreement (Graco Inc)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Lead Borrower to all Lenders holding Tranche A Commitments or FILO Commitments, as the case may be, with a like Maturity Date on a Pro Rata pro rata basis (based on the aggregate Tranche A Commitments or FILO Commitments, as applicable, of all Lenders with the same Maturity Date) and on the same terms to each such Lender, Administrative the Lead Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Tranche A Commitments or FILO Commitments, as the Commitments case may be, and otherwise modify the interest rate terms of such Tranche A Commitments or fees payable in respect of the FILO Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsTranche A Commitments or FILO Commitments and Credit Extensions made thereunder) (each, an “Extension”, and each group of Tranche A Commitments or FILO Commitments as so extended, as well as the group of original Tranche A Commitments or FILO Commitments not so extended, being a “trancheClass”; any Extended Commitments (as defined below) shall constitute a separate tranche Class of Commitments from the tranche Class of Commitments from which they were converted and a separate class of Commitmentsconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or prior to or after giving effect to any Extended Commitments, (ii) except as to interest rates, fees and fees, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii) and (iv), be determined by the Lead Borrower and MLPF&S and set forth in the relevant Extension Offer), the Tranche A Commitments or FILO Commitments of any Lender (an “Extending Lender”) extended pursuant to any Extension (any such Tranche A Commitments or FILO Commitments, “Extended Commitments”) shall have the same terms and conditions that are substantially identical as the Class of Commitments subject to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable such Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and LoansOffer, (iii) the final maturity date of any Extended Commitment Commitments shall be no earlier than the then Latest Maturity Date, (iv) any Extended Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, (v) if the aggregate amount of Tranche A Commitments or FILO Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Tranche A Commitments or FILO Commitments offered to be extended by Administrative Borrower the Borrowers pursuant to such Extension Offer, then the Tranche A Commitments or FILO Commitments (as applicable) of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vvi) all documentation in respect of such Extension shall be consistent with the foregoingforegoing and in form and substance reasonably satisfactory to the Administrative Agent, and (vivii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers and (viii) any such Extension and Extended Commitments (and the terms thereof) shall have been approved by the Administrative BorrowerAgent.
(b) If, at the time any Extension becomes effective, not all of the Commitments that were subject to the applicable Extension Offer shall have been extended (such non-extended Commitments with respect to any Extension, the “Non-Extended Commitments”), then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Extended Commitments and (y) the four years following the date of the respective Extension) payable to Lenders with such new Extended Commitments, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant extending Lenders) in respect of extensions of credit under such new Extended Commitments shall at any time (over the life of such new Extended Commitments) exceed the “effective interest rate” applicable to extensions of credit under the applicable Non-Extended Commitments by more than 1.00% (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Margin applicable to extensions of credit under such Non-Extended Commitments shall be increased to the extent necessary so that at all times thereafter such Non-Extended Commitments do not receive less “effective interest rate” than the “effective interest rate” applicable to extensions of credit under such new Extended Commitments minus 1.00%
(c) With respect to all Extensions consummated by the Lead Borrower pursuant to this SECTION 2.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of SECTION 2.16 or SECTION 2.17 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Lead Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrowers’ sole discretion and may be waived by the Borrowers) of Tranche A Commitments or FILO Commitments (as applicable) of any or all applicable tranches be tendered. The Lenders hereby consent to the Extensions and the other transactions contemplated by this SECTION 2.27 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this SECTION 2.27.
(d) The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers and the other Loan Parties as may be necessary in order to establish new tranches or sub-tranches in respect of Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this SECTION 2.27 (the amendment establishing such Extension, an “Extension Amendment”). Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Revolving Lenders with respect to any matter contemplated by this SECTION 2.27(d) and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Revolving Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Lead Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(e) In connection with any Extension, the Lead Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this SECTION 2.27.
(f) This SECTION 2.27 shall supersede any provisions in SECTION 2.21 or SECTION 9.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Gymboree Corp)
Extensions of Commitments. Notwithstanding anything (a) The Company may from time to time, but not more than twice during the contrary in Section 15.1 or any other provision term of this Agreement, pursuant to the provisions of this Section 2.14, agree with one or more offers (each, an “Extension Offer”) made from time Banks holding Commitments to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments Fixed Termination Date by one (1) year, and otherwise modify the interest rate or fees payable in respect of the Commitments of such Lender pursuant to the terms of the relevant Extension Offer such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsCommitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Company to all Banks, in each case on a pro rata basis (based on their respective Percentages) and on the same terms to each such Bank. In connection with each Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from Company will provide notification to the tranche of Commitments from which they were converted and a separate class of CommitmentsAgent (for distribution to the Banks), so long as no later than thirty (30) days prior to the following terms are satisfied Fixed Termination Date of the requested new termination date for the extended Commitments (or waived): each an “Extended Termination Date”) and the due date for Bank responses. In connection with any Extension, each Bank wishing to participate in such Extension shall, prior to such due date, provide the Agent with a written notice thereof in a form reasonably satisfactory to the Agent. Any Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension.
(i) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension; (ii) except as to interest rates, fees and final maturity termination date, the Commitments Commitment of any Lender Bank extended pursuant to any Extension shall have the same terms as the Commitments of the Banks that did not agree to the Extension Offer; (iii) the Fixed Termination Date of the Commitments to be extended pursuant to an Extension shall be later than the Fixed Termination
(b) If at the time any Extension of Commitments (as so extended, “Extended Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall have be increased so that it equals the terms and conditions that are substantially identical interest rate spread applicable to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Current Extension Commitments (calculated as provided above).
(c) The consummation and related outstandingseffectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $250,000,000, unless another amount is agreed to by the Agent). For the avoidance of doubt, (B) repayments required upon it is understood and agreed that the maturity date provisions of this Agreement requiring proceeds of repayment of the non-extended Commitments and (C) repayments made Loans or funded participations in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall to be participated on a pro rata basis or less in transferred by the event Agent to the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments Banks ratably in accordance with their percentage respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been
(d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Commitments, (3) the permanent repayment of Loans Required Banks with respect toto any matter contemplated by this Section 2.14 and, and termination ofif the Agent seeks such advice or concurrence, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower Agent shall be permitted to permanently repay enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks and terminate commitments of shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Agent for any such class on a non-pro rata basis at maturity as compared to any other class advice or concurrence, all such Extension Amendments entered into with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans the Borrowers by the Agent hereunder shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based binding on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with Banks. Without limiting the foregoing, in connection with any Extension, the Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Agent shall reasonably request to accomplish the purposes of this Section 2.14.
(vie) In connection with any applicable Minimum Extension Condition Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be satisfied unless waived agreed by Administrative Borrower.the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.14. (f) This Section 2.14 shall supersede any provision in Section 13.2 to the contrary. ARTICLE III
Appears in 1 contract
Sources: Credit Agreement (Graco Inc)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders of Tranche A Credit Commitments with a like maturity date on a Pro Rata pro rata basis (based on the aggregate outstanding principal amount of the Tranche A Credit Commitments with a like maturity date) and on the same terms to each such Lender, Administrative the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of the each such Lender’s Tranche A Credit Commitments and otherwise modify the interest rate or fees payable in respect of the Commitments terms of such Lender Tranche A Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Commitments) Commitments (and related outstandings)), with such extensions not subject to any “default stoppers”, financial tests or “most favored nation” pricing provisions (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments of such Facility not so extended, being a “tranche”; any Extended Credit Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitmentsextended), so long as the following terms are satisfied (or waived): with respect to each applicable Facility: (i) except as to pricing (including interest rates, fees and final funding discounts), and maturity date(which shall be set forth in the relevant Extension Offer), the Commitments Commitment of any Lender that agrees to an Extension with respect to such Commitment (an “Extending Credit Lender”) extended pursuant to any an Extension (an “Extended CommitmentsCredit Commitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) shall have with the same terms as the original Commitments (and conditions that are substantially identical to all other Commitments; related outstandings) (provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Credit Commitments (and related outstandings), (B) repayments required upon the maturity date Maturity Date of the non-extended extending Commitments and (C) repayments repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Credit Commitments after the effective date of the applicable Extension date shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Tranche A Credit Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Credit Commitments after the effective date of the applicable Extension date shall be made on a pro rata basis with all other Commitments, except that Administrative the Borrower shall be permitted to permanently repay and terminate commitments of any such class Class on a non-better than a pro rata basis at maturity as compared to any other class Class with a later maturity date than such classClass, and (43) assignments and participations of Extended Credit Commitments and Extended extended Loans shall be governed by the same assignment and participation provisions applicable to Tranche A Credit Commitments and Loans, and (iii4) the final at no time shall there be Commitments hereunder (including Extended Credit Commitments and any original Commitments) which have more than two different maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Datedates), (ivii) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative the Borrower pursuant to such Extension Offer, then the Commitments Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, Offer and (viii) all documentation in respect of such Extension shall be consistent with the foregoing. For the avoidance of doubt, the maturity of the FILO Loans may not be extended pursuant to this Section 2.25.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Tranche A Credit Commitments to be tendered. The transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Credit Commitments on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (viincluding Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25 shall not apply to any of the transactions effected pursuant to this Section 2.25.
(c) No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Commitments (or a portion thereof) and the Issuing Bank, which consent shall not be unreasonably withheld, conditioned or delayed. All Extended Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Tranche A Credit Commitments so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower to effect the provisions of this Section 2.25 (including in connection with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). In addition, if so provided in such Extension Amendment and with the consent of the Swingline Lender or the applicable Issuing Banks, as the case may be, participations in Swingline Loans or Letters of Credit expiring on or after the Maturity Date shall be re-allocated from Lenders holding Commitments to Lenders holding Extended Credit Commitments in accordance with the terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Credit Commitments, be deemed to be participation interests in respect of such Extended Credit Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.25.
(e) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of a Class of Extended Credit Commitments, the Borrower may offer any Lender of a Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Commitments into such Class of Extended Credit Commitments; provided, that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Credit Commitments shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Credit Commitments, (iii) any applicable Minimum Lender which elects to participate in such Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Condition Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent and the Borrower and (iv) any such additional Extended Credit Commitments shall be satisfied in an aggregate principal amount that is not less than $1.0 million (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Commitments less than a $1.0 million that is to be refinanced in full, such outstanding principal amount or commitments), unless waived by each of the Borrower and the Administrative BorrowerAgent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of Extended Credit Commitments.
Appears in 1 contract
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders of any Class of Term Loans and/or Revolving Commitments on a Pro Rata pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), Administrative the Borrower may is hereby permitted to consummate transactions with individual Lenders, each acting in its sole and individual discretion, that agree to such transactions from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the such Lender’s Loans and/or Commitments of such Lender Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsLender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (eachii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which the Pro Rata Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion).
(b) The Borrower and each group of Commitments as so extended, as well Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the group Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of original Commitments not so extendedsuch Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity datedate and participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Commitments Extended Term Loans shall, subject to clauses (ii) and (iii) of any Lender extended pursuant to any Extension this proviso, have (“Extended Commitments”) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1x) the borrowing and repayment same terms as the existing Class of Term Loans from which they are extended or (except for (Ay) payments of interest and fees at different rates on Extended Commitments (and related outstandings)such other terms as shall be reasonably satisfactory to the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii▇▇) the final maturity date of any Extended Commitment Term Loans shall be no earlier than the then Latest Maturity DateDate in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as the existing Class of Revolving Commitments from which they are extended or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment thereunder and (vi) such Extended Term Loans shall not have at any time (x) any financial maintenance covenants of a different type than the Financial Covenants, or any financial maintenance covenants that are more restrictive than the Financial Covenants or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Extended Term Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.
(c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have a Revolving Commitment having the terms of such Extended Revolving Commitment.
(d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in respect the calculation of which Lenders shall have accepted clause (a) of the relevant Extension Offer shall exceed the maximum aggregate principal amount definition of Commitments offered Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Commitment is required to be extended by Administrative Borrower in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension Offer, then and the Commitments terms of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension OfferExtended Term Loan or Extended Revolving Commitment implemented thereby, (v) all documentation Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended, (iv) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Revolving Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of any such Extended Term Loans or Extended Revolving Commitments.
(e) Each Extension shall be consistent consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the foregoingAdministrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrowerother adjustments.
Appears in 1 contract
Sources: Credit Agreement (Donnelley Financial Solutions, Inc.)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders Lenders, in each case on a Pro Rata pro rata basis (based on the aggregate outstanding principal amounts of the Commitments with a like maturity date) and on the same terms to each such LenderLender , Administrative the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of the each such Lender’s Commitments and otherwise modify the interest rate or fees payable in respect of the Commitments terms of such Lender Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such CommitmentsCommitments (and related outstandings)) (each, an “Extension”, and each group of Commitments Commitment, as so extended, as well as the group of original Commitments (in each case not so extended), being a “tranche”; and any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitmentsconverted), so long as the following terms are satisfied (or waived): satisfied:
(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders,
(ii) except as to interest rates, fees fees, and final maturity date(which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Commitments Commitment of any Lender extended pursuant that agrees to any an Extension with respect to such Commitment (an “Extended CommitmentsCommitment”; and the Loans thereunder, “Extended Loans”) and the related outstandings, shall have be a Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to existing Lenders) as the original Commitments (and conditions that are substantially identical to all other Commitmentsrelated outstandings); provided, provided that (1x) subject to the borrowing provisions of Section 2.22(e) and repayment Section 3.4(c) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the maturity date of any non-extended Commitments when there exist Extended Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in from the date of such earlier maturity date on a pro rata basis by all Lenders with Extended Commitments in accordance with their Revolving Percentages, (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended extending Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitmentsCommitments) of Extended Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, Commitments and (4z) assignments and participations of at no time shall there be Commitments hereunder (including Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, any original Commitments) that have more than two different maturity dates,
(iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and foregoing and
(viiv) any applicable Minimum Extension Condition shall be satisfied unless satisfied.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or Commitment reductions for purposes of Sections 2.5, 2.9, or 2.13 and (ii) the Borrower shall specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and waivable by the Borrower) of Commitments of any or all applicable tranches be tendered; provided, that in any event, the Minimum Extension Condition shall require that, after giving effect to a particular Extension, a majority of the aggregate Commitments shall constitute Extended Commitments pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative BorrowerAgent and the Lenders hereby consent to the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.5, 2.9 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Commitments (or a portion thereof) and (B) with respect to any Extension of the Commitments (or a portion thereof), the consent of the Issuing L/C Lender and the Swingline Lender, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement, the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Commitments and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.25. In addition, if so provided in such amendment and with the consent of the Issuing L/C Lender, participation interests in Letters of Credit expiring on or after the maturity date of any non-extended Commitments when there exist Extended Commitments with a longer maturity date (but in no event later than the date that is five Business Days prior to the later maturity date) in respect of the Commitments shall be re-allocated from Lenders holding non-extended Commitments to Lenders holding Extended Commitments in accordance with the terms of such amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.
Appears in 1 contract
Sources: Credit Agreement (Centurylink, Inc)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders of any Class of Term Loans and/or Revolving Commitments on a Pro Rata pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), Administrative the Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the such Lender’s Loans and/or Commitments of such Lender Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsLender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (eachii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which the Pro Rata Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion).
(b) The Borrower and each group of Commitments as so extended, as well Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the group Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of original Commitments not so extendedsuch Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity datedate and participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Commitments Extended Term Loans shall, subject to clauses (ii) and (iii) of any Lender extended pursuant to any Extension this proviso, have (“Extended Commitments”) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1x) the borrowing and repayment same terms as the existing Class of Term Loans from which they are extended or (except for (Ay) payments of interest and fees at different rates on Extended Commitments (and related outstandings)such other terms as shall be reasonably satisfactory to the Administrative Agent, (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iiiii) the final maturity date of any Extended Commitment Term Loans shall be no earlier than the then Latest Maturity DateDate in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as the existing Class of Revolving Commitments from which they are extended or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment thereunder and (vi) such Extended Term Loans shall not have at any time (x) any financial maintenance covenants of a different type than the financial covenants set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial covenants set forth in Section 6.10 or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Extended Term Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.
(c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have a Revolving Commitment having the terms of such Extended Revolving Commitment.
(d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in respect the calculation of which Lenders shall have accepted clause (a) of the relevant Extension Offer shall exceed the maximum aggregate principal amount definition of Commitments offered Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Commitment is required to be extended by Administrative Borrower in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension Offer, then and the Commitments terms of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension OfferExtended Term Loan or Extended Revolving Commitment implemented thereby, (v) all documentation Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended, (vi) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Revolving Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of any such Extended Term Loans or Extended Revolving Commitments.
(e) Each Extension shall be consistent consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the foregoingAdministrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrowerother adjustments.
Appears in 1 contract
Sources: Incremental Assumption Agreement (Match Group, Inc.)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders holding Commitments with a like termination date on a Pro Rata pro rata basis (based on the aggregate principal amount of the Commitments with a like termination date) and on the same terms to each such Lender, Administrative the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity termination date of the each such Lender’s Commitments and otherwise modify the interest rate or fees payable in respect of the Commitments terms of such Lender Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing changing the interest rate or fees payable in respect of such CommitmentsCommitments (and related outstandings)) (each, an “Extension”, and each group of Commitments Commitments, as so extended, as well as the group of original Commitments (not so extended), being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitmentsconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity date(which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Commitments Commitment of any Lender that agrees to an extension with respect to such Commitment extended pursuant to any an Extension (an “Extended CommitmentsCommitment”) shall have ; and the terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrower.thereunder,
Appears in 1 contract
Sources: Credit Agreement (Griffon Corp)
Extensions of Commitments. Notwithstanding anything (a) The Borrowers may at any time and from time to time request (which such request shall be offered equally to all Lenders of such Class) that all or a portion of the contrary Commitments of any Class or the Extended Commitments of any Class (and, in Section 15.1 or each case, including any other provision previously extended Commitments), existing at the time of this Agreement, pursuant to one or more offers such request (each, an “Extension OfferExisting Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) made from time be converted or exchanged to time by Administrative Borrower extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all Lenders on or a Pro Rata basis portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and on any related revolving credit loans, “Extended Loans”; each Extended Commitment and related Extended Loans together being referred to as an “Extended Class”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the same terms Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments and modify the interest rate or fees payable in respect Lenders of the Commitments applicable Class of such Lender pursuant to Existing Commitments) (an “Extension Request”) setting forth the proposed terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments) (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments to be established thereunder, which terms shall constitute a separate tranche of Commitments from be identical in all material respects to those applicable to the tranche of Existing Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): (i) except as to interest rates, fees and final maturity date, the Commitments of any Lender extended pursuant to any Extension (“Extended Commitments”) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrower.the
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Keane Group, Inc.)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders of any Class of Term Loans and/or Revolving Commitments on a Pro Rata pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Commitments under such Revolving Facility, as applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), Administrative the Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the such Lender’s Loans and/or Commitments of such Lender Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsLender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (eachii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Extended Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which the Pro Rata Extension Offer is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion).
(b) The Borrower and each group of Commitments as so extended, as well Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the group Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of original Commitments not so extendedsuch Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Commitments; provided, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity datedate and participation in prepayments and commitment reductions (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Commitments Extended Term Loans shall, subject to clauses (ii) and (iii) of any Lender extended pursuant to any Extension this proviso, have (“Extended Commitments”) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1x) the borrowing and repayment same terms as the existing Class of Term Loans from which they are extended or (except for (Ay) payments of interest and fees at different rates on Extended Commitments (and related outstandings)such other terms as shall be reasonably satisfactory to the Administrative Agent, (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iiiii) the final maturity date of any Extended Commitment Term Loans shall be no earlier than the then Latest Maturity DateDate in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as the existing Class of Revolving Commitments from which they are extended or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term Loans in any mandatory prepayment thereunder and (vi) such Extended Term Loans shall not have at any time (x) any financial maintenance covenants of a different type than the financial covenants set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial covenants set forth in Section 6.10 or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Extended Term Loans are outstanding or (II) become applicable only after the Revolving Facility shall have matured or been terminated. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.02(c). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.
(c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have a Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have a Revolving Commitment having the terms of such Extended Revolving Commitment.
(d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) the aggregate amount of Extended Term Loans and Extended Revolving Commitments will not be included in respect the calculation of which Lenders shall have accepted clause (a) of the relevant Extension Offer shall exceed the maximum aggregate principal amount definition of Commitments offered Incremental Amount, (ii) no Extended Term Loan or Extended Revolving Commitment is required to be extended by Administrative Borrower in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension Offer, then and the Commitments terms of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension OfferExtended Term Loan or Extended Revolving Commitment implemented thereby, (v) all documentation Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended, (ivvi) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Revolving Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of any such Extended Term Loans or Extended Revolving Commitments.
(e) Each Extension shall be consistent consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the foregoingAdministrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrowerother adjustments.
Appears in 1 contract
Sources: Credit Agreement (Match Group, Inc.)
Extensions of Commitments. Notwithstanding anything (a) The Company may from time to time, but not more than twice during the contrary in Section 15.1 or any other provision term of this Agreement, pursuant to the provisions of this Section 2.14, agree with one or more offers (each, an “Extension Offer”) made from time Banks holding Commitments to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments Fixed Termination Date by one (1) year, and otherwise modify the interest rate or fees payable in respect of the Commitments of such Lender pursuant to the terms of the relevant Extension Offer such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsCommitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Company to all Banks, in each case on a pro rata basis (based on their respective Percentages) and on the same terms to each such Bank. In connection with each Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from Company will provide notification to the tranche of Commitments from which they were converted and a separate class of CommitmentsAgent (for distribution to the Banks), so long as no later than thirty (30) days prior to the following terms are satisfied Fixed Termination Date of the requested new termination date for the extended Commitments (or waived): each an “Extended Termination Date”) and the due date for Bank responses. In connection with any Extension, each Bank wishing to participate in such Extension shall, prior to such due date, provide the Agent with a written notice thereof in a form reasonably satisfactory to the Agent. Any Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension.
(i) Each Extension shall be subject to the following:
(i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension;
(ii) except as to interest rates, fees and final maturity termination date, the Commitments Commitment of any Lender Bank extended pursuant to any Extension (“Extended Commitments”) shall have the same terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce as the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event Banks that did not agree to the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, Offer;
(iii) the final maturity date Fixed Termination Date of any Extended Commitment the Commitments to be extended pursuant to an Extension shall be no earlier later than the then Latest Maturity Date, Fixed Termination Date of the Commitments of the Banks that did not agree to the Extension Offer;
(iv) if the aggregate amount of Commitments in respect of which Lenders Banks shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower the Company pursuant to such the relevant Extension Offer, then the such Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have relative Commitments of the Banks that accepted such Extension Offer, ;
(v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent;
(vi) any applicable Minimum Extension Condition shall be satisfied; and
(vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.3 shall be satisfied (with all references in such Section to a request for a Loan being deemed to be references to the Extension on the applicable date of such Extension), and the Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by a Responsible Officer of the Company.
(b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above).
(c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $375,000,000, unless waived another amount is agreed to by Administrative Borrowerthe Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Banks that did not extend their Commitments, in each case as is set forth in the relevant Extension Offer.
(d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Agent shall reasonably request to accomplish the purposes of this Section 2.14.
(e) In connection with any Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.14.
(f) This Section 2.14 shall supersede any provision in Section 13.2 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Graco Inc)
Extensions of Commitments. Notwithstanding anything (a) Borrower may at any time and from time to time request (which such request shall be offered equally to all Lenders) that all or a portion of the contrary in Section 15.1 or any other provision Commitments existing at the time of this Agreement, pursuant to one or more offers such request (each, an “Extension OfferExisting Commitment” and any Loans thereunder, “Existing Loans”; each Existing Commitment and related Existing Loan and related Existing Loans together being referred to as an “Existing Tranche”) made from time be modified to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Existing Commitments and modify the interest rate or fees payable in respect related Existing Loans thereunder (any such Existing Commitments which have been so extended, “Extended Commitments” and any related Existing Loans, “Extended Loans”; each Extended Commitment and related Extended Loans together being referred to as an “Extended Tranche”) and to provide for other terms consistent with this Section 2.1.8. Prior to entering into any Extension Amendment, Borrower shall provide a notice to Agent (who shall provide a copy of such notice to each of the Commitments of such Lender pursuant to Lenders with the applicable Existing Commitments) (an “Extension Request”) setting forth the proposed terms of the relevant Extension Offer (includingExtended Tranche to be established thereunder, without limitation, by increasing which terms shall be identical in all respects to those applicable to the interest rate or fees payable in respect of such Commitments) (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments Existing Tranche from which they were converted and a separate class of Commitments), so long as are to be extended (the following terms are satisfied (or waived): “Specified Existing Tranche”) except that (i) except as to the maturity date of such Extended Tranche may be extended beyond the maturity date of the Specified Existing Tranche, (ii) (A) the interest rates, interest margins, rate floors, upfront fees and final maturity date, prepayment premiums (if any) with respect to the Extended Tranche may be different from those for the Specified Existing Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (iii) the undrawn commitment fee rate with respect to the Extended Commitments may be different from those for the Specified Existing Tranche. No Lender shall have any obligation to agree to have any of its Loans or Commitments extended pursuant to any Extension Request.
(“Extended Commitments”b) Borrower shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of provide the applicable Extension shall be made Request to Agent at least ten (10) Business Days (or such shorter period as Agent may determine in its reasonable discretion) prior to the date on a pro rata basis or less in which the event the Borrowers elect applicable Lenders are requested to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect torespond, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, (iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant agree to such Extension Offerprocedures, then if any, as may be established by Agent to accomplish the Commitments purpose of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrowerthis Section 2.1.
Appears in 1 contract
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders on a Pro Rata pro rata basis (based on the aggregate outstanding principal amount of their respective Commitments) and on the same terms to each such Lender, Administrative the Borrower may consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date Termination Date of the each such Lender’s Commitments and otherwise modify the interest rate or fees payable in respect of the Commitments terms of such Lender Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Commitments) (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a separate “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders; (ii) except as to pricing (interest rates, fees rate and final fees) and maturity date(which shall be set forth in the relevant Extension Offer but shall be no earlier than the Termination Date of the then existing Commitments), the Commitments Commitment of any Lender that agrees to an Extension with respect to such Commitment extended pursuant to any Extension (an “Extended CommitmentsCommitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) shall have with the same terms as the original Commitments (and conditions that are substantially identical to all other Commitmentsrelated outstandings); provided, provided that (1A) the borrowing and repayment (except for (A1) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B2) repayments required upon the maturity date Termination Date of the non-extended extending Commitments and (C3) repayments repayment made in connection with a permanent repayment and termination of commitmentsCommitments) of Loans with respect to Extended Commitments after the effective applicable extension date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3B) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Commitments after the effective applicable extension date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative the Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared Commitments that are not extended prior to any other class with a later maturity date than such classExtended Commitments, and (4C) assignments and participations of Extended Commitments and Extended extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Revolving Loans, (iiiD) subject to the provisions of Section 3.4(d) to the extent Letters of Credit that mature or expire after a maturity date when there exist Extended Commitments with a later maturity date, all Letters of Credit shall be participated in on a pro rata basis by all Lenders with Commitments in accordance with their Percentage Interest of the Commitments (and except as provided in Section 3.4(d), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (E) at no time shall there be Commitments hereunder which have more than two different maturity dates and (F) the final maturity date of any Extended Commitment Extension shall be no earlier than subject to the then Latest Maturity Date, Borrower’s compliance with its prepayment obligations under Section 3.4(d); (iviii) if the aggregate principal amount of Commitments (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative the Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, ; and (viiv) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by the Borrower and, to extent provided below, the Administrative BorrowerAgent.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.22, (i) such Extensions shall not constitute voluntary or mandatory payments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Commitments to be extended, which shall be an integral multiple of $1,000,000 (unless otherwise agreed by the Administrative Agent) and an aggregate principal amount that is not less than $20,000,000 (or if less, the remaining outstanding principal amount thereof) (or such lesser minimum amount reasonably approved by the Administrative Agent) (a “Minimum Extension Condition”). The transactions contemplated by this Section 2.22 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other person (other than as set forth in Section 2.22(c)), and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.22 shall not apply to any of the transactions effected pursuant to this Section 2.22.
(c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or any other person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Commitments. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches in respect of Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches, in each case, on terms consistent with this Section 2.22. This Section 2.22 shall supersede any provisions in Section 10.1 to the contrary. For the avoidance of doubt, it is understood that no existing Lenders will have any obligation to commit to any such extension.
Appears in 1 contract
Sources: Credit Agreement (AV Homes, Inc.)
Extensions of Commitments. Notwithstanding anything (a) The Company may from time to time, but not more than twice during the contrary in Section 15.1 or any other provision term of this Agreement, pursuant to the provisions of this Section 2.14, agree with one or more offers (each, an “Extension Offer”) made from time Banks holding Commitments to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments Fixed Termination Date by one (1) year, and otherwise modify the interest rate or fees payable in respect of the Commitments of such Lender pursuant to the terms of the relevant Extension Offer such Commitments or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of such CommitmentsCommitments or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Company to all Banks, in each case on a pro rata basis (based on their respective Percentages) and on the same terms to each such Bank. In connection with each Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from Company will provide notification to the tranche of Commitments from which they were converted and a separate class of CommitmentsAgent (for distribution to the Banks), so long as no later than thirty (30) days prior to the following terms are satisfied Fixed Termination Date of the requested new termination date for the extended Commitments (or waived): each an “Extended Termination Date”) and the due date for Bank responses. In connection with any Extension, each Bank wishing to participate in such Extension shall, prior to such due date, provide the Agent with a written notice thereof in a form reasonably satisfactory to the Agent. Any Bank that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension.
(i) Each Extension shall be subject to the following:
(i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Banks or at the time of such Extension;
(ii) except as to interest rates, fees and final maturity termination date, the Commitments Commitment of any Lender Bank extended pursuant to any Extension (“Extended Commitments”) shall have the same terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce as the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event Banks that did not agree to the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, Offer;
(iii) the final maturity date Fixed Termination Date of any Extended Commitment the Commitments to be extended pursuant to an Extension shall be no earlier later than the then Latest Maturity Date, Fixed Termination Date of the Commitments of the Banks that did not agree to the Extension Offer;
(iv) if the aggregate amount of Commitments in respect of which Lenders Banks shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower the Company pursuant to such the relevant Extension Offer, then the such Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have relative Commitments of the Banks that accepted such Extension Offer, ;
(v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Company generally directed to the applicable Banks in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Agent;
(vi) any applicable Minimum Extension Condition shall be satisfied; and
(vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 6.3 shall be satisfied (with all references in such Section to a request for a Loan being deemed to be references to the Extension on the applicable date of such Extension), and the Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by a Responsible Officer of the Company.
(b) If at the time any Extension of Commitments (as so extended, “Current Extension Commitments”) becomes effective, there will be Commitments or Revolving Loans attributable to a prior Extension that will remain outstanding (collectively, the “Prior Extension Commitments”), then, if the interest rate spread applicable to any such Current Extension Commitments exceeds the interest rate spread applicable to such Prior Extension Commitments by more than 0.25%, then the interest rate spread applicable to such Prior Extension Commitments shall be increased so that it equals the interest rate spread applicable to the Current Extension Commitments (calculated as provided above).
(c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount be agreed to by the Banks subject to such Extension (to be determined in the Company’s discretion and specified in the relevant Extension Offer, but in no event less than $250,000,000, unless waived another amount is agreed to by Administrative Borrowerthe Agent). For the avoidance of doubt, it is understood and agreed that the provisions of this Agreement requiring proceeds of repayment of the Loans or funded participations in Letters of Credit to be transferred by the Agent to the Banks ratably in accordance with their respective Percentages will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.14, including to any payment of interest or fees in respect of any Commitments or Loans that have been extended or made pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitments or Loans of Banks that did not extend their Commitments, in each case as is set forth in the relevant Extension Offer.
(d) The Banks hereby irrevocably authorize the Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new classes of Commitments and Revolving Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.14. Notwithstanding the foregoing, the Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Banks with respect to any matter contemplated by this Section 2.14 and, if the Agent seeks such advice or concurrence, the Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions received from such Required Banks and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrowers by the Agent hereunder shall be binding on the Banks. Without limiting the foregoing, in connection with any Extension, the Company, the Borrowing Subsidiaries and any other Subsidiary shall execute such agreements, confirmations or other documentation as the Agent shall reasonably request to accomplish the purposes of this Section 2.14.
(e) In connection with any Extension, the Company shall provide the Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Agent to accomplish the purposes of this Section 2.14.
(f) This Section 2.14 shall supersede any provision in Section 13.2 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Graco Inc)
Extensions of Commitments. Notwithstanding (a) The Borrowers may at any time and from time to time request (which such request shall be offered equally to all Lenders of such Class) that all or a portion of the Commitments of any Class or the Extended Commitments of any Class (and, in each case, including any previously extended Commitments), existing at the time of such request (each, an “Existing Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans related to such Existing Commitments (any such Existing Commitments which have been so extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”; each Extended Commitment and related Extended Loans together being referred to as an “Extended Class”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Commitments from which they are to be extended (the “Specified Existing Commitment Class”) except that (%3) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (%3) (%5) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or (%5) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (%3) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from those for the Specified Existing Commitment Class and the Extension Amendment may provide for other covenants and terms that apply to any period after the Maturity Date of the Specified Existing Commitment Class; provided that, notwithstanding anything to the contrary in this Section 15.1 2.16 or any other provision of this Agreementotherwise, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative Borrower to all Lenders on a Pro Rata basis and on the same terms to each such Lender, Administrative Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of the Commitments and modify the interest rate or fees payable in respect of the Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitments) (each, an “Extension”, and each group of Commitments as so extended, as well as the group of original Commitments not so extended, being a “tranche”; any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitments), so long as the following terms are satisfied (or waived): (i) except as to interest rates, fees and final maturity date, the Commitments of any Lender extended pursuant to any Extension (“Extended Commitments”) shall have the terms and conditions that are substantially identical to all other Commitments; provided, that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended Commitments and (C) repayments made other than in connection with a permanent repayment and termination of commitments) of the Extended Loans with respect to under any Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitmentsany borrowings and repayments of the Existing Loans of the Specified Existing Commitment Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and repayment procedures of the Specified Existing Commitment Class), except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, and (4) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable set forth in Section 10.06 and permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrowers and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments and Loans, (iii) the final maturity date of any Existing Class converted or exchanged into Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Loans or Extended Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such any Extension Offer, then the Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by Administrative Borrowerdate).
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (C&J Energy Services, Inc.)
Extensions of Commitments. (a) Notwithstanding anything to the contrary in Section 15.1 or any other provision of this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Administrative the Borrower to all Lenders Lenders, in each case on a Pro Rata pro rata basis (based on the aggregate outstanding principal amounts of the Commitments with a like maturity date) and on the same terms to each such LenderLender , Administrative the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of the each such Lender’s Commitments and otherwise modify the interest rate or fees payable in respect of the Commitments terms of such Lender Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such CommitmentsCommitments (and related outstandings)) (each, an “Extension”, and each group of Commitments Commitment, as so extended, as well as the group of original Commitments (in each case not so extended), being a “tranche”; and any Extended Commitments shall constitute a separate tranche of Commitments from the tranche of Commitments from which they were converted and a separate class of Commitmentsconverted), so long as the following terms are satisfied (or waived): satisfied:
(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders,
(ii) except as to interest rates, fees fees, and final maturity date(which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Commitments Commitment of any Lender extended pursuant that agrees to any an Extension with respect to such Commitment (an “Extended CommitmentsCommitment”; and the Loans thereunder, “Extended Loans”) and the related outstandings, shall have be a Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to existing Lenders) as the original Commitments (and conditions that are substantially identical to all other Commitmentsrelated outstandings); provided, provided that (1x) subject to the borrowing provisions of Section 2.22(e) and repayment Section 3.4(c) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the maturity date of any non-extended Commitments when there exist Extended Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in from the date of such earlier maturity date on a pro rata basis by all Lenders with Extended Commitments in accordance with their Revolving Percentages, (y) all borrowings and repayments (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended extending Commitments and (C) repayments made in connection with a permanent repayment and reduction or termination of commitmentsCommitments) of Extended Loans with respect to Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders with all other Commitments, (2) all Letters of Credit shall be participated on a pro rata basis or less in the event the Borrowers elect to reduce the Commitments of non-extending Lenders by all Lenders with Commitments in accordance with their percentage of the Commitments, (3) the permanent repayment of Loans with respect to, and termination of, Extended Commitments after the effective date of the applicable Extension shall be made on a pro rata basis with all other Commitments, except that Administrative Borrower shall be permitted to permanently repay and terminate commitments of any such class on a non-pro rata basis at maturity as compared to any other class with a later maturity date than such class, Commitments and (4z) assignments and participations of at no time shall there be Commitments hereunder (including Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Commitments and Loans, any original Commitments) that have more than two different maturity dates,
(iii) the final maturity date of any Extended Commitment shall be no earlier than the then Latest Maturity Date, (iv) if the aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by Administrative Borrower pursuant to such Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective amounts with respect to which such Lenders have accepted such Extension Offer, (v) all documentation in respect of such Extension shall be consistent with the foregoing, and foregoing and
(viiv) any applicable Minimum Extension Condition shall be satisfied unless satisfied.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments or Commitment reductions for purposes of Sections 2.5, 2.9, or 2.13 and (ii) the Borrower shall specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (except as provided below, to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and waivable by the Borrower) of Commitments of any or all applicable tranches be tendered; provided, that in any event, the Minimum Extension Condition shall require that, after giving effect to a particular Extension, a majority of the aggregate Commitments shall constitute Extended Commitments pursuant thereto, and such requirement may not be waived by the Borrower. The Administrative BorrowerAgent and the Lenders hereby consent to the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.5, 2.9 and 2.13) or any other Loan DocumentPaper that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.25.
(c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Commitments (or a portion thereof) and (B) with respect to any Extension of the Commitments (or a portion thereof), the consent of the Issuing L/C Lender and the Swingline Lender, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement, the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan DocumentsPapers with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Commitments and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.25. In addition, if so provided in such amendment and with the consent of the Issuing L/C Lender, participation interests in Letters of Credit expiring on or after the maturity date of any non-extended Commitments when there exist Extended Commitments with a longer maturity date (but in no event later than the date that is five Business Days prior to the later maturity date) in respect of the Commitments shall be re-allocated from Lenders holding non-extended Commitments to Lenders holding Extended Commitments in accordance with the terms of such amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Commitments, be deemed to be participation interests in respect of such Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.
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Sources: Credit Agreement (Centurylink, Inc)