Common use of Extensions of Loans and Commitments Clause in Contracts

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 5 contracts

Sources: Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(d) (which provisions shall not be applicable to this Section 2.21), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders holding any Class of Revolving Commitments, on the aggregate amount outstanding Revolving Commitments of the Commitments with the same Maturity Datesuch Class, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans and/or adding or increasing any prepayment penalties or premiums). 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders holding any Class of Revolving Commitments, that all of the Revolving Commitments 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. Any such extension (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other 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 ten (10) Business Days after the date on which notice 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 Extending Lender shall execute and deliver to the Administrative Agent, but without the consent of Loans or Commitmentsany other Person, as applicable, in each case of a given Tranche as so extended, as well an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the original Administrative Agent shall reasonably specify as necessary to evidence the Extended Term Loans and and/or Extended Revolving Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended), shall (for terms of the avoidance of doubt) be part of a single Trancheapplicable Extended Term Loans and/or Extended Revolving Commitments; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfiedprovided that: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, prepayment penalties and premiums and any other pricing terms, amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer)) or terms only applicable after the latest maturity date of any other Loans or Commitments, the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offerthe Administrative Agent; (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest Maturity Date for latest maturity date applicable to any other Loans or Commitments hereunder and in effect on the Tranche date of Loans so extendedincurrence; (iviii) 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, prepayment penalties and premiums and any other pricing terms and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer) or terms only applicable after the latest maturity date of any other Loans or Commitments, any Extended Revolving Commitment shall have (x) the same terms as the existing Class of Revolving Commitments from which they are extended thereby;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 or the Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or the Swingline Lender, as the case may be; and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the other outstanding Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 each case as specified Section 9.02(f). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld, conditioned or delayed), but without the Applicable Borrower pursuant consent of any other Person, and furnished to such the other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Commitments, and with the consent of each Issuing Bank and the Swingline Lender, participations in Letters of Credit and Swingline Loans shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) no Extension Offer if such Extending Lender is required extending a Revolving Commitment, such Extending Lender will be deemed to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in have an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with Other Revolving Commitment having the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent such Extended Revolving Commitment. (d) Notwithstanding anything to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be contrary set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by (including without limitation this Section 2.19. 2.21), (ci) No consent of any Lender or the Administrative Agent shall be required as a condition to effectuate any Extension, other not less than 50% of the consent aggregate amount of each outstanding Loans and Commitments of the Class being extended pursuant to this Section 2.21 shall participate in such Extension, (ii) any Extending Lender agreeing 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), (iii) as a condition to any Extension, (A) the Borrower shall be in compliance immediately prior to and immediately after giving effect (including giving effect on a pro forma basis) to such Extension with respect the financial covenants set forth in Section 6.10 (without giving effect to one any Acquisition Holiday) as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or more (b) (or, if prior to the date of its Loans the delivery of any Class and/or Other Refinancing Loans the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04), as applicable, (B) no Event of Default shall exist and (C) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (or a portion thereofin all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect). All , except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by materiality or Material Adverse Effect) as of such earlier date, (iv) all Extended Loans Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with all other Obligations of the Class being extended (and all other Obligations secured by Other First Liens), (v) no Issuing Bank shall be obligated to issue Letters of Credit under, and the Swingline Lender shall not be obligated to make any other ObligationsSwingline Loan in respect of, such Extended Loans will Revolving Commitments unless it shall have consented thereto and (vi) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Parties) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall reasonably cooperate with the Administrative 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 other adjustments.

Appears in 4 contracts

Sources: Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent[Reserved]. (b) With respect The Borrowers may, at any time request that all or a portion of the Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to all Extensions consummated by an Applicable Borrower pursuant constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.192.15. In order to establish any Extended Revolving 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 Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) such Extensions the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and be extended to the date set forth in the applicable Extension Amendment, (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) yield with respect to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and Extended Revolving Loans may be waived by Applicable Borrower) of higher or lower than the yield for the Revolving Loans of any or all applicable Tranches and Classes be tendered and such Existing Revolving Tranche and/or (B) no Tranche additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of Extended Loans shall be in an amount of less than $2,500,000 any increased yield contemplated by the preceding clause (the “Minimum Tranche Amount”A), unless in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Rate with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Rate for the Revolving Commitments of such Minimum Existing Revolving Tranche Amount is waived by and (iv) the Administrative Agent. Subject financial covenants set forth in Section 8.12 may be modified in a manner acceptable to compliance with the terms of this Section 2.19Borrowers, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Tranche in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.08 2.04(a) and 2.152.04(b)(ii) or any applicable to Existing Revolving Loans) and the other Loan Document Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Pledge Agreement. Subject to Section 6.09, the Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that may the Liens and security interests granted by the Pledge Agreement continue to secure all Obligations and continue to be perfected under the UCC or otherwise prohibit after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. In addition, if so provided in the relevant Extension Amendment and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the Final Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Tranche to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension or any other transaction contemplated Amendment; provided that such participation interests shall, upon receipt thereof by this Section 2.19the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) No consent of any The Borrowers shall provide the Revolving Extension Request at least five Business Days prior to the date on which Lenders under the existing Tranche are requested to respond. Any Lender or the Administrative Agent shall be required wishing to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by have all or a portion of its Revolving Commitments and Revolving Loans of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be existing Tranche subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize such Revolving Extension Request modified to constitute Extended Revolving Loans/Extended Revolving Commitments (an “Extending Lender”) shall notify the Administrative Agent (a “Revolving Extension Election”) on or prior to enter into the date specified in such Revolving Extension Request of the amount of its Revolving Commitments and Revolving Loans of the existing Tranche which it has elected to modify to constitute Extended Revolving Loans/Extended Revolving Commitments. In the event that the aggregate amount of Revolving Commitments and Revolving Loans of the existing Tranche subject to Revolving Extension Elections exceeds the amount of Extended Revolving Loans/Extended Revolving Commitments requested pursuant to the Revolving Extension Request, Revolving Commitments and Revolving Loans subject to such Revolving Extension Elections shall be modified to constitute Extended Revolving Loans/Extended Revolving Commitments on a pro rata basis based on the amount of Revolving Commitments and Revolving Loans included in such Revolving Extension Elections. The Borrowers shall have the right to withdraw any Revolving Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Revolving Commitments of the existing Tranche subject to such Revolving Extension Request is less than the amount of Extended Revolving Loans/Extended Revolving Commitments requested pursuant to such Revolving Extension Request. (d) Extended Revolving Loans/Extended Revolving Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement. Each Extension Amendment shall be executed by the Borrowers, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Loans/Extended Revolving Commitments established thereby). An Extension Amendment may, subject to Section 2.15(b), without the consent of any other Lenders, effect such 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 Term Loans so extended and such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with Borrowers, to effect the establishment provisions of this Section 2.15 (including, without limitation, such new Tranches technical amendments as may be necessary or subtranchesadvisable, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and reasonable opinion of the Administrative Agent is hereby directed and the Borrowers, to amend) any Mortgage that has a maturity date prior give effect to the then Latest Maturity Date so terms and provisions of any Extended Revolving Loans/Extended Revolving Commitments); provided that each Lender whose Loans or Commitments are affected by such maturity date is extended to the then Latest Maturity Date (or Extension Amendment shall have approved such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extension Amendment. (e) Notwithstanding anything This Section shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 4 contracts

Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans of any Tranche with a like Maturity Date Date, and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than Dollars) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension[reserved]; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) ), (v), and (vvi), be determined by the Applicable Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.22, be determined by the Applicable Borrower and set forth in the relevant Extension Offer), the Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstanding, shall be a Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments of the same Class, the Incremental Revolving Commitments or Other Refinancing Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.05(d) and 2.06(k) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Letters of Credit and Swingline Loans shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and Incremental Revolving Commitments in accordance with their pro rata share of the aggregate Revolving Commitments and Incremental Revolving Commitments (and except as provided in Sections 2.05(d) and 2.06(k), without giving effect to changes thereto on an earlier Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued; provided that the commitment of the Issuing Banks to issue Letters of Credit can only be extended with the appropriate Issuing Banks’s consent) and all borrowings under Revolving Commitments of such Class and any related Incremental Revolving Commitments or Extended Revolving 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 Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Commitments of the same Class, or any related Incremental Revolving Commitments or Extended Revolving Commitments) and (y) at no time shall there be Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates; (iv) the final maturity date for any Extended Term Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (ivv) 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 Tranche of Term Loans extended thereby; (vvi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or with the existing Tranches of Term Loans mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vivii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which applicable Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansTerm Loans or Revolving Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Loans, as the case may be, of the applicable Term Lenders or Revolving Lenders, as the case may be, shall be extended ratably rateably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension Offer; (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiix) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 therein to any Borrowing Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s)Holdings; (ixx) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (xxi) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.192.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans or Commitments of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans or Extended Commitments shall be in an amount (taking the Dollar Amount of any amounts denominated in Agreed Currencies other than Dollars) of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.192.22, the Administrative Agent Agent, the Issuing Banks and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.22 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.11 and 2.152.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.22. (c) No consent of any Lender Lender, Issuing Bank or the Administrative Agent, the Collateral Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class, Revolving Commitments or any Class and/or Other Refinancing Loans (or a portion thereof); provided that the consent of the Issuing Banks and the Swingline Lender shall be required to effect an Extension of Revolving Commitments. All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a First-Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary in order to establish new Tranches or sub-tranches in respect of Term Loans or Revolving Commitments so extended and such technical other amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 2.22 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten five (105) days 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 2.192.22. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 4 contracts

Sources: Credit Agreement (Icon PLC), Credit Agreement (Icon PLC), Credit Agreement (PRA Health Sciences, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 4.04, the Borrowers may extend the maturity date, and otherwise modify the terms of each of the revolving credit facility and the swingline facility made available hereunder, or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of any Loans and/or Commitments, or any portion thereof (and related outstandings) (the “Extension”) pursuant to one or more offers a written offer (each, an the “Extension Offer”) made from time by Aleris to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateLenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may beand unfunded Commitments) and on the same terms to each such Lender. In connection with the Extension, Aleris will provide notification to the Administrative Agent (for distribution to the Lenders), not earlier than twenty-four (24) months and not later than three (3) months prior to the Final Maturity Date then in effect. Subject to Section 4.04(b) and (c), the Applicable Borrower may from time Extension Offer shall become effective and binding upon each Lender that accepts the Extension Offer in accordance with its terms regardless of whether or not other Lenders accept the Extension Offer. In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to time offer participate in the Extension shall, prior to extend the Maturity date (the “Extension Notice Date”) that is thirty (30) days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Extension Notice Date for shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify Aleris of each Lender’s determination under this Section 4.04. The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Commitments so extended shall cease to be a part of the facility they were a part of immediately prior to the Extension and shall be a new facility hereunder. (b) Aleris shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 4.04(a) with, and add as “Lenders” under this Agreement in place thereof, one or more replacement Lenders as provided in Section 2.13; provided that each of such replacement Lenders shall enter into an Assignment and Assumption Agreement pursuant to which such replacement Lender shall, effective as of a closing date selected by the Administrative Agent in consultation with Aleris (which shall occur no later than thirty (30) days following the Extension Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 4.04(a)), undertake the Commitment of such replaced Lender (and, if any such Loans and otherwise modify the terms of replacement Lender is already a Lender, its Commitment shall be in addition to such Loans and/or Commitments pursuant Lender’s Commitment hereunder on such date). (c) The Extension shall be subject to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfiedfollowing: (i) no Default or Event of Default shall have occurred and be continuing at the time an any offering document in respect of the Extension Offer is delivered to the Lenders or and at the time of the Extension; (ii) except as to interest rates, commitment fees, amortization, and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Commitment of any Term Lender extended pursuant to any the Extension (the “Extended LoansCommitment), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Commitments (and related outstandings); provided that, subject to such Extension Offer; (iiithe provisions of Sections 4.05 and 2.01(c) to the final maturity date for any Extended extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Maturity Date, all Swingline Loans and Letters of Credit shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate participated in on a pro rata basis by all Lenders with Commitments and/or Extended Commitments (and except as provided in Sections 4.05 and 2.01(c), without giving effect to changes thereto on the Initial 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 less than pro rata basis (but not greater than a pro rata basisexcept for (x) in payments of interest and fees at different rates on Extended Commitments (and related outstandings) and (y) repayments required upon any voluntary Initial Maturity Date of any Commitments or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer;Extended Commitments); and (viiii) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Commitments offered to be extended by the Applicable Borrower Aleris pursuant to such the Extension Offer, then the applicable Loans, Commitments of the applicable Lenders, such Lenders shall be extended ratably on a pro rata basis 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 the Extension Offer;; and (viiiv) all documentation in respect of such the Extension shall be consistent with the foregoing,, and all written communications by the Borrowers generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (viiiv) the Minimum Extension Condition shall be satisfied; and (vi) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower Borrowers shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer a Responsible Officer of each Loan Credit Party dated the applicable date of the Extension and executed by an authorized officer a Responsible Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension extension and (y) the conditions set forth in Section 4.02 7 shall be satisfied (with all references in such Section 4.02 to any Borrowing credit event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentAleris. (bd) With respect to all Extensions the Extension consummated by an Applicable Borrower the Borrowers pursuant to this Section 2.194.04, (i) such Extensions the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 5.01 and 5.02, (ii) no the Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as shall contain a condition (a “Minimum Extension Condition”) to consummating any such the Extension that a minimum at least 75% of the aggregate amount of the Commitments in effect immediately prior to the Initial Maturity Date (unless another amount is agreed to by the Administrative Agent and the Required Lenders) shall be in effect immediately following the Initial Maturity Date, (iii) if the amount extended is less than the maximum amount of the Letters of Credit set forth in Section 3.02, the maximum amount of the Letters of Credit shall be reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that maximum amount of the Letters of Credit does not exceed the aggregate Commitments which would be determined and specified in effect after the relevant Extension Offer Initial Maturity Date), and, if applicable, the Borrowers shall provide cash collateral for obligations under any issued Letters of Credit in Borrowers’ sole discretion and an amount equal to 105% of the greatest amount for which such Letter of Credit may be waived by Applicable Borrowerdrawn, (v) if the amount extended is less than the maximum amount of Loans Swingline loans, the maximum amount of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Swingline Loans shall be in an reduced upon the date that is five (5) Business Days prior to the Initial Maturity Date (to the extent needed so that the maximum amount of less than $2,500,000 (the “Minimum Tranche Amount”Swingline Loans does not exceed the aggregate Commitments which would be in effect after the Initial Maturity Date), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to the Extensions Extension and the other transactions contemplated by this Section 2.19 4.04 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Loans 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, Sections 2.08 5.01 and 2.155.02) or any other Loan Credit Document that may otherwise prohibit any such the Extension or any other transaction contemplated by this Section 2.194.04, provided that such consent shall not be deemed to be an acceptance of the Extension Offer. (ce) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Credit Documents with the Borrower Borrowers as may be necessary in order to establish new Tranches or sub-tranches facilities in respect of Term Loans Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesfacilities, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)4.04. Without limiting Notwithstanding the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed shall have the right (but not the obligation) to amend) seek the advice or concurrence of the Required Lenders with respect to 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 matter contemplated by local counsel to this Section 4.04 and, if the Administrative Agent)Agent seeks such advice or concurrence, the Administrative Agent 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 for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. (df) In connection with any the Extension, the Applicable Borrower Aleris shall provide the Administrative Agent at least ten (10) days 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 reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.194.04. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 4 contracts

Sources: Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as and/or modifying the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation amortization schedule in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(sLender’s Loans); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for For the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans the reference to “on such terms as may be set forth the same terms” in the relevant Extension Offerpreceding 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 hereby waive that the requirements interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any provision Revolving Facility, that all of the Revolving Facility 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 an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (includingsuch extended Term Loan, without limitation, Sections 2.08 and 2.15an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and any other Revolving Facility Loan Document made pursuant to such Extended Revolving Facility Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that may otherwise prohibit any such Extension the Extended Term Loan shall be made or any other transaction contemplated by this Section 2.19. the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (c5) No consent of any Lender or Business Days after the date on which notice is delivered to the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) days (or such shorter period as may be agreed to 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, Agent in each case acting reasonably to accomplish the purposes of this Section 2.19its reasonable discretion). (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 3 contracts

Sources: Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the contrary in this Agreement, pursuant Term Loans of the Existing Term Loan Tranche from which they are to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margins contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (viiv) if the aggregate final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall the Term Loans under such Existing Term Loan Tranche that have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be been extended by the Applicable Borrower pursuant to such Extension Offer, then as Extended Term Loans as set forth in the applicable LoansExtension Amendment; provided, however, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Tranche and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and 10.08 may be waived by Applicable modified in a manner acceptable to Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.09(b) and 2.152.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and the other Loan Documents; provided thatany related Revolving Loans thereunder, if such Extended Loans rank junior in right “Existing Revolving Loans”) be modified to constitute another Tranche of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Revolving Commitments in order to establish new Tranches or sub-tranches in respect of Term Loans extend the termination date thereof (any such Revolving Commitments which have been so extended modified, “Extended Revolving Commitments” and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent any related Revolving Loans, “Extended Revolving Loans”) and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on to provide for other terms consistent with this Section 2.19 2.13. In order to establish any Extended Revolving Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each an of the Lenders of the applicable Existing Revolving Tranche) (a Revolving Extension AmendmentRequest). Without limiting ) setting forth the foregoingproposed terms of the Extended Revolving Commitments to be established, in connection with any Extensions which terms shall be identical to those applicable to the respective Loan Parties shall Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (at their expensei) amend (the scheduled termination date of the Extended Revolving Commitments and the Administrative Agent is hereby directed to amend) any Mortgage that has a related scheduled maturity date prior to of the then Latest Maturity Date so that such maturity date is related Extended Revolving Loans shall be extended to the then Latest Maturity Date date set forth in the applicable Extension Amendment, (or such later date as ii) (A) the Applicable Margins with respect to the Extended Revolving Loans may be advised by local counsel higher or lower than the Applicable Margins for the Revolving Loans of such Existing Revolving Tranche and/or (B) additional fees may be payable to the Administrative Agent). (d) In connection with Lenders providing such Extended Revolving Commitments in addition to or in lieu of any Extension, the increased Applicable Borrower shall provide the Administrative Agent at least ten (10) days (or such shorter period as may be agreed Margins contemplated 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 Agentpreceding clause (A), in each case acting reasonably to accomplish the purposes of this Section 2.19. (e) Notwithstanding anything case, to the contrary contained hereinextent provided in the applicable Extension Amendment, no (iii) the Applicable Fee Percentage with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Percentage for the Revolving Commitments of such Existing Revolving Tranche and (iv) the covenants set forth in Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Revolving Commitments shall be required entitled to accept an Extension Offer.all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.09(b) and 2.10

Appears in 3 contracts

Sources: Credit Agreement, Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than ten (10) Business Days after the date on which notice is delivered to the Administrative Agent nor later than sixty (60) days after the date of such Extension notice (or such shorter or longer period agreed to by the Administrative Agent in its reasonable discretion). (b) The Borrower and each group of Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify and is reasonably acceptable to the Borrower to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv) and (v)) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; to which such offer relates and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower same terms as the existing Class of Revolving Credit Commitments from which they are extended or (y) have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent. 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 Credit Commitments evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and a certificate furnished to the other parties hereto. (c) Upon the effectiveness of an authorized officer of each Loan Party dated any such Extension, the applicable date of Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. (d) Notwithstanding anything to the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions contrary set forth in Section 4.02 shall be satisfied this Agreement or any other Loan Document (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to including without limitation this Section 2.19), (i) such Extensions shall not constitute voluntary no Extended Term Loan or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended and (v) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.19 shall be required supersede any provisions in Section 2.15 or Section 9.02 to accept an Extension Offerthe contrary.

Appears in 3 contracts

Sources: Credit Agreement (Adeia Inc.), Credit Agreement (Adeia Inc.), Credit Agreement (Xperi Holding Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders of the applicable Existing Term Loan Tranche) (each, an a Term Loan Extension OfferRequest”) made setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from time which they are to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (viiv) if the aggregate final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall the Term Loans under such Existing Term Loan Tranche that have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be been extended by the Applicable Borrower pursuant to such Extension Offer, then as Extended Term Loans as set forth in the applicable LoansExtension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Tranche and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall 6.7 may be satisfied (with all references modified in such Section 4.02 to any Borrowing being deemed to be references a manner acceptable to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.15(a) and 2.152.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of The Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Class (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Commitments, the Borrower shall provide a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject notice to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent (who shall provide a copy of such notice to enter into amendments each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to this Agreement be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments and the other Loan Documents related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margin with respect to the Borrower as Extended Revolving Loans may be necessary in order to establish new Tranches higher or sub-tranches in respect lower than the Applicable Margin for the Revolving Loans of Term Loans so extended and such technical amendments as Existing Revolving Tranche and/or (B) additional fees may be necessary payable to the Lenders providing such Extended Revolving Commitments in addition to or appropriate in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the reasonable opinion of applicable Extension Amendment and (iii) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Applicable Borrower in connection with Lenders party to the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Revolving Loans and/or Revolving Commitments in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Without Except as provided above, each Lender holding Extended Revolving Commitments shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.15(a) and 2.15(b) applicable to existing Revolving Loans) and the other Credit Documents, and shall, without limiting the foregoing, in connection with any Extensions benefit equally and ratably from the respective Loan Guarantees and security interests created by the Collateral Documents. The Credit Parties shall (at their expense) amend (and the take any actions reasonably required by Administrative Agent is hereby directed to amend) any Mortgage ensure and/or demonstrate that has a maturity date prior the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the then Latest Maturity Date so that such maturity date is extended to extension of any Revolving Commitments, including, without limitation, the then Latest Maturity Date (or such later date as may be advised procurement of title insurance endorsements reasonably requested by local counsel and satisfactory to the Administrative Agent). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Tranche shall constitute a separate Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. In addition, if so provided in the relevant Extension Amendment and with the consent of Issuing Bank, participations in Letters of Credit expiring on or after the latest Revolving Commitment Termination Date then in effect shall be re-allocated from Lenders of the Existing Revolving Tranche to Lenders holding Extending Revolving 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 Extending Revolving Commitments, be deemed to be participation interests in respect of such Extending Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (dc) In connection with any Extension, the Applicable The Borrower shall provide the Administrative Agent applicable Extension Request at least ten five (105) days Business Days prior to the date on which Lenders under the Existing Tranche are requested to respond (or such shorter period as may is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected to modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be agreed by modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less than the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Election Request. (d) Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (in a form reasonably satisfactory to the Administrative Agent) prior written notice thereof, and ). Each Extension Amendment shall agree to such procedures, if any, as may be established by, or acceptable toexecuted by the Borrower, the Administrative AgentAgent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (B) with respect to any extension of the Revolving Commitments that results in each case acting reasonably an extension of Issuing Bank’s obligations with respect to accomplish Letters of Credit, the purposes consent of this Section 2.19Issuing Bank and (C) with respect to any extension of the Revolving Commitments that results in an extension of the Swing Line Lender’s obligations with respect to Swing Line Loans, the Swing Line Lender). (e) Notwithstanding anything In addition to the contrary contained hereinany conditions precedent set forth in any applicable Extension Amendment, no Lender Extension Amendment shall be required to accept an Extension Offereffective unless no Default or Event of Default shall have occurred and be continuing at the time of such extension or after giving effect thereto.

Appears in 3 contracts

Sources: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv) and (v)) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; to which such offer relates and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower same terms as the existing Class of Revolving Credit Commitments from which they are extended or (y) have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent. 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 Credit Commitments evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and a certificate furnished to the other parties hereto. (c) Upon the effectiveness of an authorized officer of each Loan Party dated any such Extension, the applicable date of Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. (d) Notwithstanding anything to the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions contrary set forth in Section 4.02 shall be satisfied this Agreement or any other Loan Document (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to including without limitation this Section 2.19), (i) such Extensions shall not constitute voluntary no Extended Term Loan or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended and (v) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.19 shall be required supersede any provisions in Section 2.15 or Section 9.02 to accept an Extension Offerthe contrary.

Appears in 3 contracts

Sources: Credit Agreement (Cavium, Inc.), Credit Agreement (Tessera Holding Corp), Credit Agreement (Cavium, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than Dollars) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) ), (v), and (vvi), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.22, be determined by the Applicable Borrower and set forth in the relevant Extension Offer), the Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstanding, shall be a Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments of the same Class, the Incremental Revolving Commitments or Other Refinancing Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.05(d) and 2.06(k) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Letters of Credit and Swingline Loans shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and Incremental Revolving Commitments in accordance with their pro rata share of the aggregate Revolving Commitments and Incremental Revolving Commitments (and except as provided in Sections 2.05(d) and 2.06(k), without giving effect to changes thereto on an earlier Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued; provided that the commitment of the Issuing Banks to issue Letters of Credit can only be extended with the appropriate Issuing Banks’s consent) and all borrowings under Revolving Commitments of such Class and any related Incremental Revolving Commitments or Extended Revolving 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 Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Commitments of the same Class, or any related Incremental Revolving Commitments or Extended Revolving Commitments) and (y) at no time shall there be Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates; (iv) the final maturity date for any Extended Term Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (ivv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (vvi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vivii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which applicable Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansTerm Loans or Revolving Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Loans, as the case may be, of the applicable Term Lenders or Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension Offer; (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiix) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ixx) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (xxi) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.192.22, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans or Commitments of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans or Extended Commitments shall be in an amount (taking the Dollar Amount of any amounts denominated in Agreed Currencies other than Dollars) of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.192.22, the Administrative Agent Agent, the Issuing Banks and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.22 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.11 and 2.152.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.22. (c) No consent of any Lender Lender, Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class, Revolving Commitments or any Class and/or Other Refinancing Loans (or a portion thereof); provided that the consent of the Issuing Banks and the Swingline Lender shall be required to effect an Extension of Revolving Commitments. All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans or Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 2.22 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.192.22. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 3 contracts

Sources: Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Horizon Therapeutics Public LTD Co)

Extensions of Loans and Commitments. (a) Notwithstanding anything Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan Tranche”) be amended, converted or modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof and/or to extend the date of any amortization payment thereon (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be substantially identical to those applicable to the contrary in this Agreement, pursuant Term Loans of the Existing Term Loan Tranche from which they are to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) all Incremental Revolving (A) the Applicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional or reduced fees (including prepayment or termination premiums) may be payable to the Lenders with a like Maturity Dateproviding such Extended Term Loans in addition to or in lieu of any increased or decreased Applicable Margins contemplated by the preceding clause (A), in each case case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis, a less than a pro rata basis, or a greater than a pro rata basis (based on the aggregate outstanding principal amount in any optional prepayments of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate hereunder and 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, of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiiv) the Extension shall not become effective unless, on final maturity date and the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver scheduled amortization applicable to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Term Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant applicable Extension OfferAmendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans of such Existing Term Loan Tranche, and hereby waive (v) the requirements of covenant set forth in Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent, and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any provision of inconsistent provisions set forth in Section 4.02, 4.07(b), or 13.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.09(b) and 2.152.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche amended, converted or modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be amended, converted or modified to constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so amended, converted or modified, “Extending Revolving Commitments” and any related Revolving Loans, “Extending Revolving Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extending Revolving Commitments, Borrower shall provide a pari passu notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extending Revolving Commitments to be established, which terms shall be substantially identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extending Revolving Commitments and the related scheduled maturity date of the related Extending Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extending Revolving Loans may be higher or junior lien basis lower than the Applicable Margins for the Revolving Loans of such Existing Revolving Tranche and/or (B) additional or reduced fees may be payable to the Lenders providing such Extending Revolving Commitments in addition to or in lieu of any increased or decreased Applicable Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Percentage with respect to the Extending Revolving Commitments may be higher or lower than the Applicable Fee Percentage for the Revolving Commitments of such Existing Revolving Tranche, (iv) the covenant set forth in Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent, and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment, and (v) the L/C Commitments of any L/C Lender that is providing such Extending Revolving Commitments may be extended and the L/C Sublimit may be increased, subject to clause (d) below (it being understood that each Lender providing Extending Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 4.02, 4.07(b), or 13.04). Except as provided above, each Lender holding Extending Revolving Commitments shall be entitled to all other applicable Obligations under the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.09(b) and 2.10(b) applicable to existing Revolving Loans) and the other Loan Credit Documents; provided that, if such Extended Loans rank junior in right of and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security with any other Obligations, such Extended Loans will be subject to interests created by the terms of a Second Lien Intercreditor AgreementSecurity Documents. The Lenders hereby irrevocably authorize the Credit Parties shall take any actions reasonably required by Administrative Agent to enter into ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche amended, converted or modified to constitute Extending Revolving Commitments pursuant to any Revolving Extension Request. Any Extending Revolving Commitments of any Extension Tranche shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extending Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extending Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. (c) Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Tranche are requested to respond (or such shorter period as is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request amended, converted or modified to constitute Extended Term Loans or Extending Revolving Commitments, as applicable, shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected to amend, convert or modify to constitute Extended Term Loans or Extending Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans or Extending Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be amended, converted or modified to constitute Extended Term Loans or Extending Revolving Commitments, as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. Borrower shall have the right to withdraw any Extension Request upon written notice to Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less than the amount of Extended Term Loans or Extending Revolving Commitments, as applicable, requested pursuant to such Extension Request. (d) Extended Term Loans or Extending Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which shall be substantially in the form of Exhibit P or Exhibit Q to this Agreement, as applicable, or, in each case, such other form as is reasonably acceptable to Administrative Agent). Each Extension Amendment shall be executed by ▇▇▇▇▇▇▇▇, Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extending Revolving Commitments, as applicable, established thereby and (B) with respect to any extension of the Revolving Commitments that results in an extension of an L/C Lender’s obligations with respect to Letters of Credit, the consent of such L/C Lender). An Extension Amendment may, subject to Sections 2.13(a) and (b), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents with the Borrower as may be necessary or advisable, in order the reasonable opinion of Administrative Agent and Borrower, to establish new effect the provisions of this Section 2.13 (including, without limitation, (A) amendments to Section 2.04(b)(ii) and Section 2.09(b)(i) to permit reductions of Tranches or sub-tranches in respect of Term Loans so extended Revolving Commitments (and prepayments of the related Revolving Loans) with an R/C Maturity Date prior to the R/C Maturity Date applicable to a Tranche of Extending Revolving Commitments without a concurrent reduction of such Tranche of Extending Revolving Commitments and (B) such other technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesBorrower, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 give effect to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (terms and provisions of any Extended Term Loans or such later date Extending Revolving Commitments, as may be advised by local counsel to the Administrative Agentapplicable). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 3 contracts

Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower applicable Borrower(s) to (i) all Term A Lenders of Term A Loans with a like Maturity Date, all Term B Lenders of Term B Loans with a like Maturity Date, all Incremental Term Lenders of Incremental Term Loans with a like Maturity Date and/or (ii) Date, all Lenders of Other Term Loans with a like Maturity Date, all Lenders of Other Refinancing Term Loans with a like Maturity Date, all Incremental Revolving Lenders of Incremental Revolving Commitments with a like Maturity Date, all Revolving Lenders with Revolving Commitments with a like Maturity Date or all Lenders with Other Refinancing Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than Dollars) and on the same terms to each such Lender, the Applicable Borrower Borrowers may from time to time offer to extend the Maturity Date for any such Loans Term A Loans, Term B Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Term A Loans, Extended Term B Loans, extended Incremental Term Loans or extended Other Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.23, be determined by Borrowers and set forth in the relevant Extension Offer), the Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments of the same Class, the Incremental Revolving Commitments or Other Refinancing Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.05(d) and 2.06(k) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Letters of Credit and Swingline Loans shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and Incremental Revolving Commitments in accordance with their pro rata share of the aggregate Revolving Commitments and Incremental Revolving Commitments (and except as provided in Sections 2.05(d) and 2.06(k), 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 Revolving Commitments of such Class and any related Incremental Revolving Commitments or Extended Revolving 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 Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Commitments of the same Class, or any related Incremental Revolving Commitments or Extended Revolving Commitments) and (y) at no time shall there be Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iiiv), (ivvi) and (vvii), be determined by the Lux Borrower and set forth in the relevant Extension Offer), the Term A Loans of any Term A Lender (an “Extending Term A Lender”) extended pursuant to any Extension (“Extended Term A Loans”) shall have the same terms as the Tranche of Term A Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 2 contracts

Sources: Credit Agreement (Endo International PLC), Credit Agreement (Endo International PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing changing) the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing (x) an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or (y) an Other Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Commitment,” and be continuing at the time 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 applicable 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 notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such Lender’s Loans or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses clause (iii), (iv) and (v)of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, (ii) [reserved], (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the 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 thereby; or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or the Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or the Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or basis, 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; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) solely with respect to which Indebtedness being extended that participates on a greater than pro rata basis as compared to any other Class of Term Loans, a greater than pro rata basis (but only to the same extent that such Lenders have accepted such Class of Term Loans being extended participates on a greater than pro rata basis as compared to any other Class of Term Loans) than the Term Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Extension Offer; (vii) all documentation in respect of such Extension Amendment, this Agreement shall be consistent with amended to the foregoing, extent (viiibut only to the extent) necessary to reflect the Extension shall not become effective unless, on the proposed effective date existence and terms of the Extension, (x) the Applicable Borrower shall deliver to Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent one or more legal opinions reasonably satisfactory with the Borrower’s consent (not to be unreasonably withheld) and furnished to the Administrative Agent other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and a certificate of an authorized officer of each Loan Party dated with the applicable date consent of the Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension and executed by an authorized officer Amendment, including upon effectiveness of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving Extended Revolving Commitment or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references upon or prior to the Extension on the applicable maturity date for any Class of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have an Other 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 this Section 2.22), (i) the incurrence of Extended Term Loans and Extended Revolving Commitments will not reduce the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with all other Obligations of the Class being extended (and all other Obligations secured by Other First Liens or Junior Liens, as applicable), (vi) neither the Swingline Lender nor any other Obligations, Issuing Bank shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 2 contracts

Sources: Credit Agreement (Enhabit, Inc.), Credit Agreement (Encompass Health Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing changing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing (x) an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or (y) an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Facility Commitment,” and be continuing at the time any Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the applicable Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such L▇▇▇▇▇’s Loans and/or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, (ii) [reserved], (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the 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 Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or the Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or the Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or basis, 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; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) solely with respect to which Indebtedness being extended that participates on a greater than pro rata basis as compared to any other Class of Term Loans, a greater than pro rata basis (but only to the same extent that such Lenders have accepted such Class of Term Loans being extended participates on a greater than pro rata basis as compared to any other Class of Term Loans) than the Term Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Extension Offer; (vii) all documentation in respect of such Extension Amendment, this Agreement shall be consistent with amended to the foregoing, extent (viiibut only to the extent) necessary or advisable to reflect the Extension shall not become effective unless, on the proposed effective date existence and terms of the Extension, (x) the Applicable Borrower shall deliver to Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent one or more legal opinions reasonably satisfactory with the Borrower’s consent (not to be unreasonably withheld) and furnished to the Administrative Agent other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Facility Commitments, and a certificate of an authorized officer of each Loan Party dated with the applicable date consent of the Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such Extension and executed by an authorized officer Amendment, including upon effectiveness of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving Extended Revolving Facility Commitment or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references upon or prior to the Extension on the applicable maturity date for any Class of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.22), (i) the incurrence of Extended Term Loans and Extended Revolving Facility Commitments will not reduce the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with all other Obligations of the Class being extended (and all other Obligations secured by Other First Liens or Junior Liens, as applicable), (vi) neither the Swingline Lender nor any other Obligations, Issuing Bank shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 2 contracts

Sources: Credit Agreement (Westrock Coffee Co), Incremental Assumption Agreement and Amendment No. 1 (Westrock Coffee Co)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, subject to the provisions in this Section 2.25, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule and/or optional or mandatory prepayments 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”)) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment”, and each group of Loans or Commitmentsany Revolving Loan made pursuant to such Extended Revolving Credit Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . 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 Credit Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments of such Extending Lender (including, without limitation, Flood Documentation reasonably requested by the Administrative Agent (and in form and substance reasonably acceptable to the Administrative Agent) with respect to any Mortgaged Properties). No Lenders or at other than Extending Lenders shall be required to consent to any amendments made in connection with an Extension Amendment. Each Extension Amendment shall specify the time terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in optional and mandatory prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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, optional and mandatory prepayments, and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have (x) the same terms as the existing Class of Revolving Credit Commitments from which they are extended thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term A Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Credit Commitments evidenced thereby as provided for in each case as specified Section 9.02. Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Credit Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Credit Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Credit Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Credit Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) no Extension Offer if such Extending Lender is extending a Revolving Credit Commitment, such Extending Lender will be deemed to have an Other Revolving Credit Commitment having the terms of such Extended Revolving Credit Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.18), (i) each Class of Extended Term Loan or Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount of $10,000,000, (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and ii) any Extending Lender may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Secured Obligations secured by Other First Liens), (v) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Credit Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrowers) and no guarantors (other than 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 Subsidiary Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Notwithstanding anything Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, (x) that the Borrower shall cooperate with the Administrative 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 other adjustments and (y) such Extension Offer may be for less than the amount of the aggregate principal amount of the Loan or Commitments which are subject to such Extension Offer and to the contrary contained herein, no Lender shall extent there is oversubscription the Loans or Commitments which have elected to be required extended will be subject to accept an proration based on the aggregate principal amount of Loans or Commitments included in such Extension Offer.

Appears in 2 contracts

Sources: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders of the applicable Existing Term Loan Class) (each, an a Term Loan Extension OfferRequest”) made setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Class from time which they are to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment, (ii) (A) the yield with respect to such Extended Term Loans may be higher or lower than the yield for the Term Loans of such Existing Term Loan Class and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Extension Offer; Amendment, (viiv) if the aggregate amortization schedule set forth in Section 2.06 or the applicable Incremental Joinder Agreement or Refinancing Amendment applicable to such Existing Term Loan Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then Extended Term Loans set forth in the applicable LoansExtension Amendment; provided, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Class and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall 8.11 may be satisfied (with all references modified in such Section 4.02 to any Borrowing being deemed to be references a manner acceptable to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Term Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.04(a) and 2.152.04(b)(iv) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (capplicable to Term Loans) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Collateral Documents. The Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were modified. (b) The Borrower may, at any time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Class (an “Existing Revolving Class” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Revolving Commitments, the Borrower shall provide a pari passu notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Class) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Class from which they are to be modified except (i) the scheduled termination date of such Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the yield with respect to such Extended Revolving Loans may be higher or junior lien basis lower than the yield for the Revolving Loans of such Existing Revolving Class and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Rate with respect to such Extended Revolving Commitments may be higher or lower than the Applicable Fee Rate for the Revolving Commitments of such Existing Revolving Class and (iv) the financial covenants set forth in Section 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all other applicable Obligations under the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.04(a) and 2.04(b)(iv) applicable to Existing Revolving Loans) and the other Loan Documents; provided that, if such Extended Loans rank junior in right of and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and security with any other Obligations, such Extended Loans will be subject to interests created by the terms of a Second Lien Intercreditor AgreementCollateral Documents. The Lenders hereby irrevocably authorize Loan Parties shall take any actions reasonably requested by the Administrative Agent to enter into ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Class, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Class. In addition, if so provided in the relevant Extension Amendment and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the latest Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Class to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) Borrower shall provide the applicable Extension Request at least five Business Days prior to the date on which Lenders under the existing Class are requested to respond. Any Lender wishing to have all or a portion of its Term Loans or Revolving Commitments of the existing Class subject to such Extension Request modified to constitute Extended Loans/Commitments (an “Extending Lender”) shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the existing Class which it has elected to modify to constitute Extended Loans/Commitments. In the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be modified to constitute Extended Loans/Commitments on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to such Extension Request is less than the amount of Extended Loans/Commitments requested pursuant to such Extension Request. (d) Extended Loans/Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement. Each Extension Amendment shall be executed by the Borrower, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby). An Extension Amendment may, subject to Sections 2.15(a) and (b), without the consent of any other Lenders, effect such 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 Term Loans so extended and such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with Borrower, to effect the establishment provisions of this Section 2.15 (including, without limitation, such new Tranches technical amendments as may be necessary or subtranchesadvisable, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and reasonable opinion of the Administrative Agent is hereby directed and the Borrower, to amend) any Mortgage that has a maturity date prior give effect to the then Latest Maturity Date so terms and provisions of any Extended Loans/Commitments); provided that each Lender whose Loans or Commitments are affected by such maturity date is extended to the then Latest Maturity Date (or Extension Amendment shall have approved such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extension Amendment. (e) Notwithstanding anything This Section shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 2 contracts

Sources: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties LLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders of the applicable Existing Term Loan Tranche) (each, an a Term Loan Extension OfferRequest”) made setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from time which they are to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (viiv) if the aggregate final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall the Term Loans under such Existing Term Loan Tranche that have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be been extended by the Applicable Borrower pursuant to such Extension Offer, then as Extended Term Loans as set forth in the applicable LoansExtension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Tranche and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall 6.7 may be satisfied (with all references modified in such Section 4.02 to any Borrowing being deemed to be references a manner acceptable to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.15(a) and 2.152.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of The Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Class (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Commitments, the Borrower shall provide a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject notice to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent (who shall provide a copy of such notice to enter into amendments each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to this Agreement be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments and the other Loan Documents related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margin with respect to the Borrower as Extended Revolving Loans may be necessary in order to establish new Tranches higher or sub-tranches in respect lower than the Applicable Margin for the Revolving Loans of Term Loans so extended and such technical amendments as Existing Revolving Tranche and/or (B) additional fees may be necessary payable to the Lenders providing such Extended Revolving Commitments in addition to or appropriate in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the reasonable opinion of applicable Extension Amendment and (iii) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Applicable Borrower in connection with Lenders party to the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Revolving Loans and/or Revolving Commitments in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Without Except as provided above, each Lender holding Extended Revolving Commitments shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.15(a) and 2.15(b) applicable to existing Revolving Loans) and the other Credit Documents, and shall, without limiting the foregoing, in connection with any Extensions benefit equally and ratably from the respective Loan Guarantees and security interests created by the Collateral Documents. The Credit Parties shall (at their expense) amend (and the take any actions reasonably required by Administrative Agent is hereby directed to amend) any Mortgage ensure and/or demonstrate that has a maturity date prior the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the then Latest Maturity Date so that such maturity date is extended to extension of any Revolving Commitments, including, without limitation, the then Latest Maturity Date (or such later date as may be advised procurement of title insurance endorsements reasonably requested by local counsel and satisfactory to the Administrative Agent). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Tranche shall constitute a separate Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified, and the applicable Extension Amendment may provide that the Extension Tranche may participate in a pro rata or less than pro rata (but not greater than pro rata) basis with the Existing Revolving Tranche in prepayments or commitment reductions hereunder. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. In addition, if so provided in the relevant Extension Amendment and with the consent of Issuing Bank, participations in Letters of Credit expiring on or after the latest Revolving Commitment Termination Date then in effect shall be re-allocated from Lenders of the Existing Revolving Tranche to Lenders holding Extending Revolving 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 Extending Revolving Commitments, be deemed to be participation interests in respect of such Extending Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (dc) In connection with any Extension, the Applicable The Borrower shall provide the Administrative Agent applicable Extension Request at least ten five (105) days Business Days prior to the date on which Lenders under the Existing Tranche are requested to respond (or such shorter period as may is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected to modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be agreed by modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less than the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Election Request. (d) Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (in a form reasonably satisfactory to the Administrative Agent) prior written notice thereof, and ). Each Extension Amendment shall agree to such procedures, if any, as may be established by, or acceptable toexecuted by the Borrower, the Administrative AgentAgent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (B) with respect to any extension of the Revolving Commitments that results in each case acting reasonably an extension of Issuing Bank’s obligations with respect to accomplish Letters of Credit, the purposes consent of this Section 2.19Issuing Bank and (C) with respect to any extension of the Revolving Commitments that results in an extension of the Swing Line Lender’s obligations with respect to Swing Line Loans, the Swing Line Lender). (e) Notwithstanding anything In addition to the contrary contained hereinany conditions precedent set forth in any applicable Extension Amendment, no Lender Extension Amendment shall be required to accept an Extension Offereffective unless no Default or Event of Default shall have occurred and be continuing at the time of such extension or after giving effect thereto.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by (x) in the Applicable Borrower case of a Class of Term Loans, BGI, and (y) in the case of Class of Revolving Facility Commitments, any Borrower, in each case, to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateFacility Commitments, in each case as applicable, on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may BGI or any other Borrowers, as applicable, is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing changing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such ▇▇▇▇▇▇’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”), and each group of Loans ) agreed to between BGI or Commitmentsany other Borrower, as applicable, in each case of a given Tranche as so extendedand any such Lender (an “Extending Lender”) will be established under this Agreement by implementing (x) an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or (y) an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment,” and any Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which BGI or any other Borrower, as well as applicable, proposes that the original Loans and Commitments of applicable Extended Term Loan shall be made or the original respective Tranche proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (in each case not so extended), shall (for 5) Business Days after the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from date on which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such ▇▇▇▇▇▇’s Loans and/or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) BGI or any other Borrower, as applicable, and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv) and (v)) of this proviso, be determined by the Borrower BGI or any other Borrower, as applicable, and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, (ii) [reserved], (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the 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 BGI or any other Borrower, as applicable, and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or the Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or the Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or basis, 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; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) solely with respect to which Indebtedness being extended that participates on a greater than pro rata basis as compared to any other Class of Term Loans, a greater than pro rata basis (but only to the same extent that such Lenders have accepted such Class of Term Loans being extended participates on a greater than pro rata basis as compared to any other Class of Term Loans) than the Term Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Extension Offer; (vii) all documentation in respect of such Extension Amendment, this Agreement shall be consistent with amended to the foregoing, extent (viiibut only to the extent) necessary to reflect the Extension shall not become effective unless, on the proposed effective date existence and terms of the Extension, (x) the Applicable Borrower shall deliver to Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent one or more legal opinions reasonably satisfactory with BGI’s consent (not to be unreasonably withheld) and furnished to the Administrative Agent other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Facility Commitments, and a certificate of an authorized officer of each Loan Party dated with the applicable date consent of the Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such Extension and executed by an authorized officer Amendment, including upon effectiveness of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving Extended Revolving Facility Commitment or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references upon or prior to the Extension on the applicable maturity date for any Class of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.22), (i) the incurrence of Extended Term Loans and Extended Revolving Facility Commitments will not reduce the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Borrower and Guarantors under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with all other Obligations of the Class being extended (and all other Obligations secured by Other First Liens or Junior Liens, as applicable), (vi) neither the Swingline Lender nor any Issuing Bank shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than BGI or any other ObligationsBorrower, such Extended Loans will be subject to as applicable) and no guarantors (other than the terms of a Second Lien Intercreditor 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that BGI or any other Borrower, as applicable, shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 2 contracts

Sources: Amendment No. 2 (Barnes Group Inc), Credit Agreement (Barnes Group Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Parent to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Parent is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandingsand/or modifying the amortization schedule in respect of such Lender’s Loans) (eachit being understood that no Lender shall be obligated to participate in any Extension (as defined below) unless it shall have consented thereto). 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 (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 Parent and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Parent proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Parent and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Parent and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended, except for any terms which shall not apply until after the then-Latest Maturity Date, or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 extended thereby; 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 Parent and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended, except for any terms which shall not apply until after the then-Latest Maturity Date, or (y) 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, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Parent’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of each and Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (v) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vi) there shall be subject to no borrower (other than a Borrower) and no guarantors (other than the terms of a Second Lien Intercreditor 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided that the Parent shall cooperate with the Administrative 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 other adjustments.

Appears in 2 contracts

Sources: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrowers may extend the maturity date, and otherwise modify the terms of each of the Tranches, or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of any Loans and/or Commitments applicable to a Tranche, or any portion thereof (and related outstandings) (the “Extension”) pursuant to one or more offers a written offer (each, an the “Extension Offer”) made from time by Holdings to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateLenders, in each case on a pro rata basis under each Tranche (based on the aggregate outstanding principal amount of the respective outstanding Loans or the aggregate amount and unfunded Commitments of the Commitments with the same Maturity Date, as the case may besuch Tranche) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) . In connection with respect to which such Lenders have accepted such Extension Offer; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Holdings will provide notification to the Administrative Agent one or more legal opinions (for distribution to the Lenders), not earlier than 18 months and not later than 6 months prior to the Initial Revolving Loan Maturity Date of the requested Extension and new Extended Revolving Loan Maturity Date. In connection with the Extension, each Lender of the applicable Tranche, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is 30 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent and a certificate of an authorized officer shall promptly notify Holdings of each Loan Party dated Lender’s determination under this Section 2.19(a). The election of any Lender to agree to the applicable date Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the U.S. Facility Commitments and Canadian Facility Commitments so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum new Tranche Amount shall be satisfied unless waived by the Administrative Agenthereunder. (b) With respect Holdings shall have the right to all Extensions consummated by an Applicable Borrower pursuant replace each Lender that shall have rejected (or be deemed to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (Ahave rejected) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”under Section 2.19(a) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereofwith, 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.add as

Appears in 2 contracts

Sources: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the contrary in this Agreement, pursuant Term Loans of the Existing Term Loan Tranche from which they are to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margins contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (viiv) if the aggregate final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall the Term Loans under such Existing Term Loan Tranche that have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be been extended by the Applicable Borrower pursuant to such Extension Offer, then as Extended Term Loans as set forth in the applicable LoansExtension Amendment; provided, however, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Tranche and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and 10.08 may be waived by Applicable modified in a manner acceptable to Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.09(b) and 2.152.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and the other Loan Documents; provided thatany related Revolving Loans thereunder, if such Extended Loans rank junior in right “Existing Revolving Loans”) be modified to constitute another Tranche of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Revolving Commitments in order to establish new Tranches or sub-tranches in respect of Term Loans extend the termination date thereof (any such Revolving Commitments which have been so extended modified, “Extended Revolving Commitments” and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent any related Revolving Loans, “Extended Revolving Loans”) and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on to provide for other terms consistent with this Section 2.19 (each an “Extension Amendment”)2.13. Without limiting the foregoingIn order to establish any Extended Revolving Commitments, 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 Applicable Borrower shall provide the a notice to Administrative Agent at least ten (10who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) days (or such shorter period as may a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be agreed by the Administrative Agent) prior written notice thereofestablished, and which terms shall agree be identical 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 2.19. (e) Notwithstanding anything those applicable to the contrary contained herein, no Lender Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be required to accept an Extension Offer.extended to

Appears in 2 contracts

Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) any or all Term Lenders of Term Loans holding Revolving Commitments with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such LenderStated Maturity, the Applicable Borrower may from time to time offer to extend the Maturity Date for maturity date of any such Loans Revolving Commitments and otherwise modify the terms of such Loans and/or Revolving Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Revolving Commitments (and related outstandings), in each case, without the consent of any other Lenders) (each, an “Extension”), ,” and each group of Loans or Commitments, as applicable, in each case of a given Tranche as Revolving Commitments so extended, as well as the original Loans and Revolving Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Loans Revolving Commitments shall constitute a separate Class tranche of Loans Revolving Commitments from the Class tranche of Loans Revolving Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time any offering document in respect of an Extension Offer is delivered to the Lenders or at the time of the Extension; Lenders, (ii) except as to interest rates, fees, amortization, fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Revolving Commitment of any Term Lender (an “Extending Revolving Lender”) extended pursuant to any an Extension (an “Extended LoansRevolving Commitment), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Revolving Commitments (and related outstandings); provided that (x) subject to such Extension Offer; (iiithe provisions of Sections 2.3(b) and 2.5(b) to the final maturity date for any extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.3(b) and 2.5(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and, all borrowings under Revolving Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunderthree different Stated Maturities, in each case as specified in the respective Extension Offer; (viiii) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Revolving Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Revolving Commitments offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, Revolving Commitments of the applicable Lenders, 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; , (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) , and all written communications by the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver generally directed to the Administrative Agent one or more legal opinions Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent Agent, and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by satisfied. For the Applicable Borrower; and (x) the Minimum Tranche Amount avoidance of doubt, no Lender shall be satisfied unless waived by the Administrative Agentrequired to participate in any Extension. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.13, 2.14 or 2.22(c) and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable the Borrower’s discretion) of Loans Revolving Commitments of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.27(b) (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Loans Revolving 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, Sections 2.08 2.13, 2.14, 2.17, 2.22(c) and 2.159.7(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.27; provided that neither any Fronting Bank nor the Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Extension without its written consent. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 tranches or sub-tranches in respect of Term Loans Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranchessub-tranches, in each case on terms consistent with this Section 2.19 2.27. Notwithstanding the foregoing, the Administrative Agent shall have the right (each an “Extension Amendment”)but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.27(c) and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower 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 Borrower 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 for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative 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 Administrative Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest latest Stated Maturity Date so that such maturity date is extended to the then Latest latest Stated Maturity Date (or such later date as may be advised by local counsel to the Administrative Collateral Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) days 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, 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 2.192.27. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 2 contracts

Sources: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Representative to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; applicable Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Facility Commitment,” and be continuing at the time any Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower Representative proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The applicable Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the applicable Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 applicable Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term A Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower Representative’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrowers) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the applicable Borrower shall cooperate with the Administrative 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 other adjustments.

Appears in 2 contracts

Sources: Credit Agreement (Johnson Controls Inc), Credit Agreement (Adient LTD)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower applicable Borrower(s) to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) Date, all Incremental Term Lenders of Incremental Term Loans with a like Maturity Date, all Lenders of Other Term Loans with a like Maturity Date, all Lenders of Other Refinancing Term Loans with a like Maturity Date, all Incremental Revolving Lenders of Incremental Revolving Commitments with a like Maturity Date, all Revolving Lenders with Revolving Commitments with a like Maturity Date or all Lenders with Other Refinancing Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than Dollars) and on the same terms to each such Lender, the Applicable Borrower Borrowers may from time to time offer to extend the Maturity Date for any such Loans Term Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Term Loans, extended Incremental Term Loans or extended Other Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v)requirements of this Section 2.23, be determined by the Borrower Borrowers and set forth in the relevant Extension Offer), the Loans Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any Term Revolving Lender (an “Extending Revolving Lender”) extended pursuant to any an Extension (an “Extended LoansRevolving Commitment), and the related outstandings, shall be a Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity original Revolving Commitments of the Term Loans extended thereby; same Class, the Incremental Revolving Commitments or Other Refinancing Revolving Commitments (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(srelated outstandings); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (Ax) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms provisions of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement Sections 2.05(d) and the other Loan Documents with the Borrower as may be necessary in order to establish new Tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.2.06

Appears in 2 contracts

Sources: Amendment and Restatement Agreement (Endo International PLC), Credit Agreement (Endo International PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower applicable Borrower(s) to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) Date, all Incremental Term Lenders of Incremental Term Loans with a like Maturity Date, all Lenders of Other Term Loans with a like Maturity Date, all Lenders of Other Refinancing Term Loans with a like Maturity Date, all Incremental Revolving Lenders of Incremental Revolving Commitments with a like Maturity Date, all Revolving Lenders with Revolving Commitments with a like Maturity Date or all Lenders with Other Refinancing Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than Dollars) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans Term Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Term Loans, extended Incremental Term Loans or extended Other Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.23, be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments of the same Class, the Incremental Revolving Commitments or Other Refinancing Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.05(d) and 2.06(k) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Letters of Credit and Swingline Loans shall be participated in on a pro rata basis by all Lenders with Revolving Commitments and Incremental Revolving Commitments in accordance with their pro rata share of the aggregate Revolving Commitments and Incremental Revolving Commitments (and except as provided in Sections 2.05(d) and 2.06(k), 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 Revolving Commitments of such Class and any related Incremental Revolving Commitments or Extended Revolving 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 Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Commitments of the same Class, or any related Incremental Revolving Commitments or Extended Revolving Commitments) and (y) at no time shall there be Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates; (iii) [reserved]; (iv) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iiiv), (ivvi) and (vvii), be determined by the applicable Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche of Term Loans subject to such Extension Offer; (iiiv) the final maturity date for any Extended Term Loans shall be no earlier than the then Latest Maturity Date for Term Loans, respectively, hereunder and the Tranche of amortization schedules applicable to Extended Term Loans so extendedpursuant to Section 2.10(b) for periods prior to the applicable Maturity Date may not be increased; (ivvi) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (vvii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (viviii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) ), Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments, as the case may be, in respect of which applicable Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Term Loans, Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Term Loans, Revolving Loans, Incremental Revolving Loans or Other Refinancing Loans, as the case may be, of the applicable Term Lenders or Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension Offer; (viiix) all documentation in respect of such Extension shall be consistent with the foregoing, (viiix) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s)Parent; (ixxi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (xxii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.23, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ Borrower’s sole discretion and may be waived by Applicable Borrower) of Term Loans, Other Refinancing Term Loans or Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments (as applicable) of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount (taking the Dollar Amount of any amounts denominated in Agreed Currencies other than Dollars) of less than $2,500,000 100,000,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.192.23, the Administrative Agent Agent, the Issuing Bank and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.11 and 2.152.18) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.23. (c) No consent of any Lender Lender, the Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans of any Class Class, Other Refinancing Term Loans, Revolving Commitments of any Class, Incremental Revolving Commitments and/or Other Refinancing Loans Revolving Commitments (or a portion thereof); provided that the consent of the Issuing Bank shall be required to effect an Extension of Revolving Commitments. All Extended Loans Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Term Loans or Extended Revolving Commitments rank junior in right of security with any other ObligationsLoans or Commitments hereunder, such Extended Term Loans or Extended Revolving Commitments will be subject to the terms of a Second Lien an Approved Intercreditor 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 Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)2.23. 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.192.23. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 2 contracts

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

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Facility Commitment,” and be continuing at the time any Revolving Facility Loan made pursuant to such Extended Revolving Facility 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 Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche existing Class of Term Loans subject to such Extension Offer; from which they are extended except for any terms which shall not apply until after the then Latest Maturity Date, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest Term Facility Maturity Date for of the Tranche Class of Term Loans so extended; subject to such Pro Rata Extension Offer, (iviii) 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 Facility Commitment shall have the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; except for any terms which shall not apply until after the then Latest Maturity Date and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate require participation on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Term A Loans, Term A-1 Loans and Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of the Swingline Lender and each Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (v) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vi) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments.

Appears in 2 contracts

Sources: Credit Agreement (Centurylink, Inc), Credit Agreement (Centurylink, Inc)

Extensions of Loans and Commitments. (ai) The Borrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled final maturity date thereof (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.25. Prior to entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) in substantially the form of Exhibit N or such other form as approved from time to time by Borrower and the Administrative Agent (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans, which terms shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be extended except that (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.12 or in the Joinder Agreement with respect to New Term Loans, as the case may be, with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.25(c) below), (y) all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Term Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Term Loans of such Existing Term Loan Class, in each case, to the extent provided in the applicable Extension Agreement and (z) the voluntary and mandatory prepayment rights of the Extended Term Loans shall be subject to the provisions set forth in Section 2.15. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended; provided that in no event shall there be more than four Classes of Extended Revolving Commitments and Extended Term Loans in the aggregate at any one time. (ii) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments (and, in each case, including any previously extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Commitment” and any related revolving loans under any such facility, “Existing Revolving Loans”) be converted 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 Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related revolving loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.25. Prior to entering into any Extension Agreement with respect to any Extended Revolving Commitments, the Borrower 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 Revolving Commitments) in substantially the form of Exhibit O or such other form as approved from time to time by Borrower and the Administrative Agent (each, a “Revolving Loan Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments, which terms shall be identical to those applicable to the Existing Revolving Commitments from which they are to be extended (the “Specified Existing Revolving Commitment Class”) except (x) all or any of the final termination dates of such Extended Revolving Commitments and maturity dates of outstanding Extended Revolving Loans may be delayed to later dates than the final termination dates of the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, (y) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Revolving Commitments may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and (z) the commitment fee rate with respect to the Extended Revolving Commitments may be higher or lower than the commitment fee rate for Existing Revolving Commitments of the Specified Existing Revolving Commitment, in each case, to the extent provided in the applicable Extension Agreement; provided that, notwithstanding anything to the contrary in this Section 2.25 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Loans under any Extended Revolving Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Loans (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Revolving Loans), (2) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the assignment and participation provisions set forth in Section 10.6 and (3) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Loans and Existing Revolving Commitments of the Specified Existing Revolving Commitment Class (or all Existing Revolving Commitments of such Class and related Existing Revolving Loans shall have otherwise been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Revolving Commitments or Revolving Loans converted into Extended Revolving Commitments or Extended Revolving Loans, as applicable, pursuant to any Revolving Loan Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Revolving Commitments of the Specified Existing Revolving Commitment Class and from any other Existing Revolving Commitments (together with any other Extended Revolving Commitments so established on such date); provided that in no event shall there be more than four Classes of Extended Revolving Commitments and Extended Term Loans in the aggregate at any one time. (b) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the Existing Class are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans and/or Revolving Commitments (or any earlier extended Extended Revolving Commitments) of an Existing Class subject to such Extension Request converted into Extended Loans/Commitments shall notify the Administrative Agent (such notice to be in substantially the form of Exhibit P or such other form as approved from time to time by Borrower and the Administrative Agent) (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans and/or Revolving Commitments (and/or any earlier extended Extended Revolving Commitments) which it has elected to convert into Extended Loans/Commitments. In the event that the aggregate amount of Term Loans and/or Revolving Commitments subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Term Loans and/or Revolving Commitments (and any earlier extended Extended Revolving Commitments) subject to Extension Elections shall be converted to Extended Loans/Commitments on a pro rata basis based on the amount of Term Loans and/or Revolving Commitments (and any earlier extended Extended Revolving Commitments) included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically to all Existing Revolving Commitments of the Specified Existing Revolving Commitment Class for purposes of the obligations of a Revolving Lender in respect of Swing Line Loans under Section 2.3 and Letters of Credit under Section 2.4, except that the applicable Extension Agreement may provide that the Revolving Commitment Termination Date with respect to such Swing Line Lender and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters of Credit may be continued (pursuant to mechanics set forth in the applicable Extension Agreement) so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension). (c) Extended Loans/Commitments shall be established pursuant to a supplement (which shall set forth the effective date of such extension) to the First Amendment (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.25(c) and notwithstanding anything to the contrary set forth in Section 10.5, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby) in substantially the form of Exhibit Q or such other form as approved from time to time by the Borrower and the Administrative Agent (each, an “Extension Agreement”) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. Notwithstanding anything to the contrary in this AgreementSection 2.25 and without limiting the generality or applicability of Section 10.5 to any Section 2.25 Additional Agreements, pursuant any Extension Agreement may provide for additional terms other than those referred to one or more offers contemplated above (each, an a Extension OfferSection 2.25 Additional Agreement”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) this Agreement and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum incrementother Credit Documents; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any no such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans Section 2.25 Additional Agreement shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent become effective prior to the Extensions time that such Section 2.25 Additional Agreement has been consented to by such of the Lenders, Credit Parties and the other transactions contemplated by this Section 2.19 parties (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms if any) as may would be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement required (including, without limitation, Sections 2.08 under the requirements of Section 10.5) if such Section 2.25 Additional Agreement were a separate and 2.15) or any independent amendment of the Credit Agreement. It is understood and agreed that each Lender that has consented to the First Amendment has consented, and shall at the effective time thereof be deemed to consent to each supplement to the First Amendment and the other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated Credit Documents authorized by this Section 2.19. (c) No 2.25 and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this any Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.2.25

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Aeroflex Holding Corp.), Credit and Guaranty Agreement (Aeroflex Acquisition One, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, subject to the provisions in this Section 2.25, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule and/or optional or mandatory prepayments 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”)) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment”, and each group of Loans or Commitmentsany Revolving Loan made pursuant to such Extended Revolving Credit Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . 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 Credit Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to each Administrative Agent (or such shorter period agreed to by the applicable Administrative Agent). (b) The Borrower and each Extending Lender shall execute and deliver to each Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agents shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments of such Extending Lender. No Lenders or at other than Extending Lenders shall be required to consent to any amendments made in connection with an Extension Amendment. Each Extension Amendment shall specify the time terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in optional and mandatory prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agents, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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, optional and mandatory prepayments, and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have (x) the same terms as the existing Class of Revolving Credit Commitments from which they are extended thereby; or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agents and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Credit Commitments evidenced thereby as provided for in each case as specified Section 9.02. Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agents with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Credit Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Credit Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Credit Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Credit Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) no Extension Offer if such Extending Lender is extending a Revolving Credit Commitment, such Extending Lender will be deemed to have an Other Revolving Credit Commitment having the terms of such Extended Revolving Credit Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.18), (i) each Class of Extended Term Loan or Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount of $10,000,000, (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and ii) any Extending Lender may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agents of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Secured Obligations secured by Other First Liens), (v) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Credit Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrowers) and no guarantors (other than 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 Subsidiary Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Notwithstanding anything Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, (x) that the Borrower shall cooperate with the Administrative Agents 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 other adjustments and (y) such Extension Offer may be for less than the amount of the aggregate principal amount of the Loan or Commitments which are subject to such Extension Offer and to the contrary contained herein, no Lender shall extent there is oversubscription the Loans or Commitments which have elected to be required extended will be subject to accept an proration based on the aggregate principal amount of Loans or Commitments included in such Extension Offer.

Appears in 2 contracts

Sources: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)

Extensions of Loans and Commitments. Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (aan “Existing Term Loan Tranche”) Notwithstanding anything be modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the contrary in this Agreement, pursuant Term Loans of the Existing Term Loan Tranche from which they are to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margins contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (viiv) if the aggregate final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall the Term Loans under such Existing Term Loan Tranche that have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be been extended by the Applicable Borrower pursuant to such Extension Offer, then as Extended Term Loans as set forth in the applicable LoansExtension Amendment; provided, however, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Tranche and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and 10.08 may be waived by Applicable modified in a manner acceptable to Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.09(b) and 2.152.10(b) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (capplicable to Term Loans) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement Credit Documents, and the other Loan Documents; provided thatshall, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without without limiting the foregoing, in connection with any Extensions benefit equally and ratably from the respective Loan Guarantees and security interests created by the Security Documents. The Credit Parties shall (at their expense) amend (and the take any actions reasonably required by Administrative Agent is hereby directed to amend) any Mortgage ensure and/or demonstrate that has a maturity date prior the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the then Latest Maturity Date so that such maturity date is extended to extension of any Term Loans, including, without limitation, the then Latest Maturity Date (or such later date as may be advised procurement of title insurance endorsements reasonably requested by local counsel and satisfactory to the Administrative Agent). (d) In connection with . No Lender shall have any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall obligation to agree to such procedures, if any, as may be established by, or acceptable to, have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19Existing Term Loan Tranche from which they were modified. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 2 contracts

Sources: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit Commitments of such Revolving 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv) and (v)) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; to which such offer relates and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower same terms as the existing Class of Revolving Credit Commitments from which they are extended or (y) have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent. Each Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.19. 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 Credit Commitments evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and a certificate furnished to the other parties hereto. (c) Upon the effectiveness of an authorized officer of each Loan Party dated any such Extension, the applicable date of Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. (d) Notwithstanding anything to the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions contrary set forth in Section 4.02 shall be satisfied this Agreement or any other Loan Document (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to including without limitation this Section 2.19), (i) such Extensions shall not constitute voluntary no Extended Term Loan or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (or a portion thereof). All iii) all Extended Loans Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended and (iv) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.19 shall be required supersede any provisions in Section 2.15 or Section 9.02 to accept an Extension Offerthe contrary.

Appears in 2 contracts

Sources: Credit Agreement (Integrated Device Technology Inc), Credit Agreement (Maxlinear Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders of the applicable Existing Term Loan Tranche) (each, an a Term Loan Extension OfferRequest”) made setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from time which they are to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (viiv) if the aggregate final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall the Term Loans under such Existing Term Loan Tranche that have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be been extended by the Applicable Borrower pursuant to such Extension Offer, then as Extended Term Loans as set forth in the applicable LoansExtension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Tranche and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall 6.7 may be satisfied (with all references modified in such Section 4.02 to any Borrowing being deemed to be references a manner acceptable to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.15(a) and 2.152.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of The Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Class (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Revolving Commitments, the Borrower shall provide a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject notice to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent (who shall provide a copy of such notice to enter into amendments each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to this Agreement be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments and the other Loan Documents related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margin with respect to the Borrower as Extended Revolving Loans may be necessary in order to establish new Tranches higher or sub-tranches in respect lower than the Applicable Margin for the Revolving Loans of Term Loans so extended and such technical amendments as Existing Revolving Tranche and/or (B) additional fees may be necessary payable to the Lenders providing such Extended Revolving Commitments in addition to or appropriate in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the reasonable opinion of applicable Extension Amendment and (iii) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Applicable Borrower in connection with Lenders party to the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Revolving Loans and/or Revolving Commitments in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Without Except as provided above, each Lender holding Extended Revolving Commitments shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.15(a) and 2.15(b) applicable to existing Revolving Loans) and the other Credit Documents, and shall, without limiting the foregoing, in connection with any Extensions benefit equally and ratably from the respective Loan Guarantees and security interests created by the Collateral Documents. The Credit Parties shall (at their expense) amend (and the take any actions reasonably required by Administrative Agent is hereby directed to amend) any Mortgage ensure and/or demonstrate that has a maturity date prior the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the then Latest Maturity Date so that such maturity date is extended to extension of any Revolving Commitments, including, without limitation, the then Latest Maturity Date (or such later date as may be advised procurement of title insurance endorsements reasonably requested by local counsel and satisfactory to the Administrative Agent). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Tranche shall constitute a separate Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified, and the applicable Extension Amendment may provide that the Extension Tranche may participate in a pro rata or less than pro rata (but not greater than pro rata) basis with the Existing Revolving Tranche in prepayments or commitment reductions hereunder. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. In addition, if so provided in the relevant Extension Amendment and with the consent of each applicable Issuing Bank, participations in Letters of Credit expiring on or after the latest Revolving Commitment Termination Date then in effect shall be re-allocated from Lenders of the Existing Revolving Tranche to Lenders holding Extending Revolving 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 Extending Revolving Commitments, be deemed to be participation interests in respect of such Extending Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (dc) In connection with any Extension, the Applicable The Borrower shall provide the Administrative Agent applicable Extension Request at least ten five (105) days Business Days prior to the date on which Lenders under the Existing Tranche are requested to respond (or such shorter period as may is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected to modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be agreed by modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less than the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Election Request. (d) Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (in a form reasonably satisfactory to the Administrative Agent) prior written notice thereof, and ). Each Extension Amendment shall agree to such procedures, if any, as may be established by, or acceptable toexecuted by the Borrower, the Administrative AgentAgent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (B) with respect to any extension of the Revolving Commitments that results in each case acting reasonably an extension of any Issuing Bank’s obligations with respect to accomplish Letters of Credit, the purposes consent of this Section 2.19such Issuing Bank and (C) with respect to any extension of the Revolving Commitments that results in an extension of the Swing Line Lender’s obligations with respect to Swing Line Loans, the Swing Line Lender). (e) Notwithstanding anything In addition to the contrary contained hereinany conditions precedent set forth in any applicable Extension Amendment, no Lender Extension Amendment shall be required to accept an Extension Offereffective unless no Default or Event of Default shall have occurred and be continuing at the time of such extension or after giving effect thereto.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent[Reserved]. (b) With respect The Borrowers may, at any time request that all or a portion of the Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to all Extensions consummated by an Applicable Borrower pursuant constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.192.15. In order to establish any Extended Revolving 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 Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) such Extensions the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and be extended to the date set forth in the applicable Extension Amendment, (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) yield with respect to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and Extended Revolving Loans may be waived by Applicable Borrower) of higher or lower than the yield for the Revolving Loans of any or all applicable Tranches and Classes be tendered and such Existing Revolving Tranche and/or (B) no Tranche additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of Extended Loans shall be in an amount of less than $2,500,000 any increased yield contemplated by the preceding clause (the “Minimum Tranche Amount”A), unless in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Rate with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Rate for the Revolving Commitments of such Minimum Existing Revolving Tranche Amount is waived by and (iv) the Administrative Agent. Subject financial covenants set forth in Section 8.12 may be modified in a manner acceptable to compliance with the terms of this Section 2.19Borrowers, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Tranche in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.08 2.04(a) and 2.152.04(b)(ii) or any applicable to Existing Revolving Loans) and the other Loan Document Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and, from and after the date of occurrence of a Collateral Trigger Event, the Liens created by the Pledge Agreement. Following the Collateral Event Trigger Date, subjectSubject to Section 6.09, from and after the Collateral Event Trigger Date the Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that may the Liens and security interests granted by the Pledge Agreement continue to secure all Obligations and continue to be perfected under the UCC or otherwise prohibit after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. In addition, if so provided in the relevant Extension Amendment and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the Final Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Tranche to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension or any other transaction contemplated Amendment; provided that such participation interests shall, upon receipt thereof by this Section 2.19the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) No consent of any The Borrowers shall provide the Revolving Extension Request at least five Business Days prior to the date on which Lenders under the existing Tranche are requested to respond. Any Lender or the Administrative Agent shall be required wishing to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by have all or a portion of its Revolving Commitments and Revolving Loans of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be existing Tranche subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize such Revolving Extension Request modified to constitute Extended Revolving Loans/Extended Revolving Commitments (an “Extending Lender”) shall notify the Administrative Agent (a “Revolving Extension Election”) on or prior to enter into the date specified in such Revolving Extension Request of the amount of its Revolving Commitments and Revolving Loans of the existing Tranche which it has elected to modify to constitute Extended Revolving Loans/Extended Revolving Commitments. In the event that the aggregate amount of Revolving Commitments and Revolving Loans of the existing Tranche subject to Revolving Extension Elections exceeds the amount of Extended Revolving Loans/Extended Revolving Commitments requested pursuant to the Revolving Extension Request, Revolving Commitments and Revolving Loans subject to such Revolving Extension Elections shall be modified to constitute Extended Revolving Loans/Extended Revolving Commitments on a pro rata basis based on the amount of Revolving Commitments and Revolving Loans included in such Revolving Extension Elections. The Borrowers shall have the right to withdraw any Revolving Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Revolving Commitments of the existing Tranche subject to such Revolving Extension Request is less than the amount of Extended Revolving Loans/Extended Revolving Commitments requested pursuant to such Revolving Extension Request. (d) Extended Revolving Loans/Extended Revolving Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement. Each Extension Amendment shall be executed by the Borrowers, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Loans/Extended Revolving Commitments established thereby). An Extension Amendment may, subject to Section 2.15(b), without the consent of any other Lenders, effect such 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 Term Loans so extended and such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with Borrowers, to effect the establishment provisions of this Section 2.15 (including, without limitation, such new Tranches technical amendments as may be necessary or subtranchesadvisable, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and reasonable opinion of the Administrative Agent is hereby directed and the Borrowers, to amend) any Mortgage that has a maturity date prior give effect to the then Latest Maturity Date so terms and provisions of any Extended Revolving Loans/Extended Revolving Commitments); provided that each Lender whose Loans or Commitments are affected by such maturity date is extended to the then Latest Maturity Date (or Extension Amendment shall have approved such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extension Amendment. (e) Notwithstanding anything This Section shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 1 contract

Sources: Credit Agreement (MGM Resorts International)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrowers may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings) (the “Extension”) pursuant to one or more offers a written offer (each, an the “Extension Offer”) made from time to time by the Applicable Borrower Company to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateLenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may beand unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, the Applicable Borrower may from time Company will provide notification to time offer the Administrative Agent (for distribution to extend the Maturity Lenders). In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is 30 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date for shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section 2.16(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder. (b) The Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided, that, each of such Replacement Lenders shall enter into an Assignment and Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Administrative Agent in consultation with the Company (which shall occur no later than 30 days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Loans and otherwise modify the terms of Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such Loans and/or Commitments pursuant Lender’s Revolving Loan Commitment hereunder on such date). (c) The Extension shall be subject to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: following: (i) no Default or Event of Default shall have occurred and be continuing at the time an any offering document in respect of the Extension Offer is delivered to the Lenders or and at the time of the Extension; ; (ii) except as to interest rates, utilization fees, amortization, unused fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Revolving Loan Commitment of any Term Lender extended pursuant to any the Extension (the “Extended LoansRevolving Loan Commitment), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Revolving Loan Commitments (and related outstandings); provided, that, subject to such Extension Offer; (iiithe provisions of Sections 3.07 and 2.01(f) to the final maturity date for any Extended extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Revolving Commitment Termination Date, all Swingline Loans and Letters of Credit shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07 and 2.01(f), without giving effect to changes thereto on the Initial Revolving Commitment Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater than a pro rata basisexcept for (x) in payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any voluntary Revolving Commitment Termination Date of any tranche of Revolving Loan Commitments or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; Extended Revolving Loan Commitments); (viiii) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Revolving Loan Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Revolving Loan Commitments offered to be extended by the Applicable Borrower Company pursuant to such the Extension Offer, then the applicable Loans, Revolving Loan Commitments of the applicable Lenders, 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 the Extension Offer; ; (viiiv) all documentation in respect of such the Extension shall be consistent with the foregoing, , and all written communications by the Borrowers generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (viiiv) the Minimum Extension Condition shall be satisfied; and (vi) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower Company shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by an authorized officer Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 7 shall be satisfied (with all references in such Section 4.02 to any Borrowing Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial an Authorized Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentCompany. (bd) With respect to all Extensions the Extension consummated by an Applicable Borrower the Borrowers pursuant to this Section 2.192.16, (i) such Extensions the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and 5.01, 5.02, 5.03, 13.02 or 13.06, (ii) no the Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as shall contain a condition (a “Minimum Extension Condition”) to consummating any such the Extension that a minimum amount (to be determined and specified in at least 35% of the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an aggregate amount of less than $2,500,000 the Revolving Loan Commitments in effect immediately prior to the Initial Revolving Commitment Termination Date (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount another amount is waived agreed to by the Administrative Agent. Subject to compliance with ) shall be in effect immediately following the terms Initial Revolving Commitment Termination Date, (iii) if the amount extended is less than the Maximum Letter of this Section 2.19Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrowers shall cash collateralize obligations under any issued Letters of Credit in an amount equal to 105% of the Stated Amount of such Letters of Credit, and (iv) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to the Extensions Extension and the other transactions contemplated by this Section 2.19 2.16 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Loans Revolving Loan 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 (includingincluding Sections 5.01, without limitation5.02, Sections 2.08 and 2.155.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit any such the Extension or any other transaction contemplated by this Section 2.192.16; provided, that, such consent shall not be deemed to be an acceptance of the Extension Offer. (ce) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Credit Documents with the Borrower Credit Parties as may be necessary in order to establish new Tranches or sub-tranches in respect of Term Loans Revolving Loan Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchestranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)2.16. Without limiting the foregoing, in connection with any Extensions the Extension, the respective Loan Parties parties shall (at their expensethe expense of the Credit Parties) amend (and the Administrative Agent is hereby directed authorized to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Extended Revolving Commitment Termination Date so that such maturity date is extended to the then Latest Maturity Extended Revolving Commitment Termination Date (or such later date as may be advised by local counsel to the Administrative Agent). (df) In connection with any the Extension, the Applicable Borrower Company shall provide the Administrative Agent at least ten (10) days 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 reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.192.16. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Abl Credit Agreement (CVR Energy Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Borrowers to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateFacility Commitments, in each case having a like Term Facility Maturity Date or Revolving Facility Maturity Date (as applicable) on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may beapplicable) and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”)) agreed to between the Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Borrowers and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Borrowers and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the 2017 Term B Loans and the 2018 Incremental Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrowers’ consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) other parties hereto. If provided in any Incremental Assumption Agreement with respect to which any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Incremental Assumption Agreement, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to the terms of a Second Lien Intercreditor 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 no obligor in respect of any such Extended Term Loans so extended and such technical amendments as may or Extended Revolving Facility Commitments except (x) the borrowers shall be necessary comprised solely of any or appropriate in the reasonable opinion all of the Administrative Agent Lux Borrower, the Co-Borrower and the Applicable Borrower Additional Borrowers (on a joint and several basis as provided in connection with this Agreement) and (y) the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting guarantors shall constitute 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Guarantors hereunder. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Incremental Assumption Agreement (Mallinckrodt PLC)

Extensions of Loans and Commitments. (a%3) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans or Revolving Loans of the same Class with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Loans of such Class with a like Maturity Date) or (ii) all Revolving Lenders with a Revolving Commitment of the same Class with a like termination date on a pro rata basis (based on the aggregate amount Revolving Commitments of the Commitments such Class with the same Maturity Datea like termination date) and, as the case may be) and in each case, on the same terms to each such Lender, the Applicable Borrower may is hereby permitted to consummate from time to time offer transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date for any of each such Lender’s Loans or Revolving Commitments and otherwise modify the terms of such Loans and/or or such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or or such Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche Revolving Commitments as so extended, as well as the original Loans and (not so extended) or Revolving Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single TrancheSeries; and any Extended Term Loans, Extended Revolving Loans or Extended Revolving Commitments (each as defined below) shall constitute a separate Class Series of Loans or Revolving Commitments from the Class Series of Loans or Revolving Commitments from which they were converted, so long as the following terms are satisfied: satisfied or waived: (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 and no Event of Default shall exist immediately after the effectiveness of any Extended Loans or at the time of the Extension; Extended Revolving Commitments, as applicable, (ii) except as to interest rates, yield, AHYDO payments, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv), (v) and (vvi), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans or Revolving Commitments, as applicable, of any Lender that agrees to an Extension with respect to such Loans or Revolving Commitments, as applicable (each, an “Extended Term Lender Lender” or an “Extended Revolving Lender” and, together, the “Extending Lenders”) extended pursuant to any Extension (any such Term Loan whose Maturity Date is so extended, an “Extended LoansTerm Loan”, any such Revolving Loan NY\6127033.17 whose Maturity Date is so extended, an “Extended Revolving Loan”, and any such Revolving Commitment whose termination date is so extended, an “Extended Revolving Commitment”) shall have the substantially same terms or terms that are more favorable to the Borrower and its Restricted Subsidiaries (taken as a whole and as reasonably determined in good faith by the Tranche Borrower) than those applicable to the Class of Loans or the Class of Revolving Commitments, as applicable, subject to such Extension Offer; Offer (except for covenants or other provisions contained therein applicable only to periods after the then latest Maturity Date for the Facilities), (iii) the final maturity date for amortization schedule applicable to any Extended Term Loans shall be no earlier than pursuant to Section 2.07 for the then Latest periods prior to the original Maturity Date for the Tranche of Loans so extended; applicable Term Facility may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; , (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective applicable Extension Offer; Offer (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Commitments), (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) or Revolving Commitments, as applicable, in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansLoans or Revolving Commitments, as applicable, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable LoansLoans or the Revolving Commitments, as applicable, of the applicable Lenders, 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; , (vii) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and . In addition, subject to Section 2.03(j) and Section 2.04(f), to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, (x) the Minimum Tranche Amount all Swingline Loans and U.S. Letters of Credit shall be satisfied unless waived participated on a pro rata basis by all Lenders with Dollar-denominated Revolving Commitments in accordance with their percentage of the Administrative AgentU.S. Revolving Commitments, Dollar-denominated Additional Revolving Commitments and Dollar-denominated Extended Revolving Commitments (and, except as provided in Section 2.03(j) or Section 2.04(f), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and U.S. Letters of Credit theretofore incurred or issued) and (y) all Multicurrency Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments denominated in an Alternative Currency in accordance with their percentage of the Multicurrency Revolving Commitments, Additional Revolving Commitments denominated in an Alternative Currency and Extended Revolving Commitments denominated in an Alternative Currency (and, except as provided in Section 2.03(j) or Section 2.04(f), without giving effect to changes thereto on an earlier maturity date with respect to Multicurrency Letters of Credit theretofore incurred or issued). (ba) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for NY\6127033.17 purposes of Sections 2.08 Section 2.05 and (ii) no each Extension Offer is required to be in any a minimum amount or any minimum increment; of $25,000,000, provided that (A) the Applicable 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 Borrowers’ the Borrower’s sole discretion and may be waived by Applicable the Borrower) of Loans or Revolving Commitments of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.05, 2.13 and 2.1510.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.16. (cb) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to its Revolving Commitments (or a portion thereof) or one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans Loans, Extended Revolving Commitments and all obligations Obligations in respect thereof of the foregoing shall be Secured Obligations under this Agreement and the other Loan Documents that and, unless (x) the Loans or Revolving Commitments being extended by this Section 2.16 are unsecured or (y) otherwise agreed by the Borrower and the Lender providing such Extension, such Extended Loans or Extended Revolving Commitments shall be secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable secured Obligations under this Agreement and the other Loan Documents; provided that, if where applicable, subject to a customary intercreditor agreement with terms to be mutually agreed by the Administrative Agent, the Borrower and the lenders with respect to such Extended Loans rank junior in right or Extended Revolving Commitments; provided, however, no Extension may provide for any Class of security with any other Obligations, such Extended Loans will or Extended Revolving Commitments to be subject to secured by any Collateral or other assets of any Loan Party that does not also secure the terms of a Second Lien Intercreditor Agreementexisting Loans and Commitments. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents with the Borrower as may be necessary or reasonably advisable in order to establish new Tranches or sub-tranches Series in respect of Term the Loans or the Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesSeries, in each case on terms consistent with this Section 2.19 (each an “2.16. All such Extension Amendment”). Without limiting the foregoing, in connection Amendments entered into with any Extensions the respective Loan Parties shall (at their expense) amend (and the Borrower by Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to hereunder shall be binding on 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)Lenders. (dc) In connection with any Extension, the Applicable Borrower shall will provide the notification to Administrative Agent at least ten (10for distribution to the Lenders of the applicable Class) days (or of the requested new maturity date for the extended Loans of each such shorter period as may be agreed by Class and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent) prior Agent with a written notice thereof, and . Any Lender that does not respond to an Extension Offer by the applicable due date shall agree be deemed to have rejected such Extension. Any Extension shall be effected pursuant to such proceduresprocedure, if any, as may be established by, or acceptable to, the mutually agreed by Administrative Agent, in each case acting reasonably Agent and Borrower to accomplish the purposes of this Section 2.19.2.16. NY\6127033.17 (ed) Notwithstanding anything No conversion of Loans pursuant to any Extension shall constitute a voluntary or mandatory prepayment for purposes of this Agreement. This Section 2.16 shall supersede any provisions in Section 2.05, Section 2.13 or Section 10.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 1 contract

Sources: Credit Agreement (W R Grace & Co)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount and Revolving Facility Commitments of the Commitments with the same Maturity Date, as the case may besuch Class) and on the same terms to each such Lender, the Applicable Borrower may is hereby permitted to consummate from time to time offer transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date for any of each such Lender’s Term Loans and Revolving Facility Commitments and otherwise modify the terms of such Term Loans and/or and Revolving Facility Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and Revolving Facility Commitments and/or Commitments (and related outstandingsmodifying the amortization schedule in respect of such ▇▇▇▇▇▇’s Term Loans) (each, an “Extension”) (it being understood that no existing Lender will have an obligation to accept such Extension Offer), and each group of . Any Extended Term Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Revolving Facility Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Term Loans or Revolving Facility Commitments from the Class of Term Loans or Revolving Facility Commitments from which they were converted, so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders or at the time of the Extension; Lenders; (ii) except as to pricing (interest ratesrate, fees, amortization, final funding discounts and prepayment premiums) and maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.the

Appears in 1 contract

Sources: Credit Agreement

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit Commitments of such Revolving 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates fees and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.other

Appears in 1 contract

Sources: Credit Agreement (Integrated Device Technology Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Facility Commitment,” and be continuing at the time any Revolving Facility Loan made pursuant to such Extended Revolving Facility 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 Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such Lender’s Loans and/or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Term B-1 Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of clause (a) of the definition of “Incremental Amount,” (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 1 contract

Sources: Credit Agreement (CMC Materials, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of First Priority Term Loans with a like Stated Maturity Date and/or (ii) all Incremental or Revolving Lenders Commitments with a like Maturity DateStated Maturity, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective First Priority Term Loans or the aggregate amount of the Revolving Commitments with the same Maturity DateStated Maturity, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to following the First Amendment Effective Date extend the Maturity Date for maturity date of any such First Priority Term Loans and/or Revolving Commitments and otherwise modify the terms of such First Priority Term Loans and/or Revolving Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such First Priority Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s First Priority Term Loans) (each, an “Extension”), and each group of First Priority Term Loans or Revolving Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original First Priority Term Loans and Commitments of the original respective Tranche Revolving Commitments (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended First Priority Term Loans shall constitute a separate Class tranche of First Priority Term Loans from the Class tranche of First Priority Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.6(f) and 2.7(b) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.6(f) and 2.7(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at the time different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the Extension; non-extending Revolving Commitments) and (iiy) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than three different Stated Maturities, (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.final

Appears in 1 contract

Sources: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (ai) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by request that all or a portion of each Term Loan of any Class (an "Existing Term Loan Class") be converted or exchanged to extend the Applicable Borrower scheduled final maturity date(s) of any payment of principal with respect to (i) all Term Lenders or a portion of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding any principal amount of the respective such Term Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time make any other changes to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Term Loans and/or Commitments pursuant (any such Term Loans which have been so extended or changed, "Extended Term Loans") and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a "Term Loan Extension Request") setting forth the proposed terms of the relevant Extension Offer Extended Term Loans to be established, which terms shall (A) be substantially similar as offered to each Lender under such Existing Term Loan Class (including by increasing the as to proposed interest rate or rates and fees payable in respect of payable) and offered pro rata to each Lender under such Loans and/or Commitments Existing Term Loan Class and (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (iiB) except as to interest rates, fees, amortization, final maturity date, AHYDO payments, optional prepayments and redemptions, premium, required requirement prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and the Lenders participating in the Extended Term Loans as set forth the relevant Term Loan Extension Request) be substantially identical to or (taken as a whole) not be materially more favorable (as reasonably determined by the Borrower) to the Lenders providing the Extended Term Loans than the Term Loans of the Existing Term Loan Class subject to such Term Loan Extension Request (except if the existing Lenders receive the benefit of such favorable terms or for covenants or other provisions applicable only periods after the Latest Maturity Date); provided that (w) the scheduled final maturity date may be extended or changed and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.04 or in the Extension Amendment or the Incremental Agreement, as the case may be, with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended or changed, in each case as more particularly set forth in Section 2.16(c) below), (x)(A) the relevant interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension OfferAmendment, (y) subject to the provisions set forth in Sections 2.09(a) and (b), the Extended Term Loans of any Term Lender extended pursuant to any Extension may have optional prepayment terms (“Extended Loans”including call protection and prepayment terms and premiums) shall have the same and mandatory prepayment terms as may be agreed between the Tranche of Loans subject to such Extension Offer; Borrower and the Lenders thereof; provided, however, that (iiiA) in no event shall the final maturity date for of any Extended Term Loans shall of a given Class be no earlier than the then Latest Maturity Date for the Tranche of any other Term Loans so extended; hereunder, (ivB) the Weighted Average Life to Maturity of any Extended Term Loans at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) than the remaining Weighted Average Life to Maturity of the applicable Existing Term Loan Class, (C) any such Extended Term Loans extended thereby; (vand the Liens securing the same) shall be permitted by the terms of any intercreditor agreement applicable to the Existing Term Loan Class, if any, (D) any Extended Term Loans may participate on a pro rata basis or a less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans that are secured on a pari passu basis hereunder, in each case as specified in the respective Term Loan Extension Offer; Request, and (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (viiE) all documentation in respect of such Extension Amendment shall be consistent with the foregoing, , and (viiiz) the Extension Amendment may provide for other covenants and terms that apply after the Latest Maturity Date. No Lender shall not become effective unless, on the proposed effective date have any obligation to agree to have any of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate its Term Loans of an authorized officer of each any Existing Term Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 Class converted into Extended Term Loans pursuant to any Borrowing being deemed to be references to Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Extension on the applicable date Existing Term Loan Class of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentTerm Loans from which they were extended or changed. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable The Borrower may at its election specify as a condition (a “Minimum Extension Condition”) any time and from time to consummating any such Extension time request that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu Revolving Commitments (including any previously extended Revolving Commitments), existing at the time of such request (each, an "Existing Revolving Commitment" and any related Revolving Loans, "Existing Revolving Loans"; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an "Existing Revolving Class"), be converted or junior lien basis with all other applicable Obligations under this Agreement 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 Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, "Extended Revolving Commitments" and any related Revolving Loans, "Extended Revolving Loans") and to provide for other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each an “of the Revolving Lenders with such request offered equally to all Revolving Lenders) (a "Revolving Extension Amendment”Request") setting forth the proposed terms of the Extended Revolving Commitments to be established thereunder, which terms shall be similar to those applicable to the Existing Revolving Commitments (such Class, the "Specified Existing Revolving Commitment Class"). Without limiting , except that (w) all or any of the foregoingfinal maturity and/or termination dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity and/or termination dates of the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(1) the Undrawn Fee Rate applicable to Revolving Commitments with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments, and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.16 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Loans under any Extensions Extended Revolving Commitments, shall be made on a pro rata basis with any borrowings and repayments of the respective Loan Parties shall Existing Revolving Loans of the Specified Existing Revolving Commitment Class, as applicable (at their expensethe 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 Revolving Commitments of the Specified Existing Revolving Commitments Class) amend and (II) subject to the applicable limitations set forth in Section 2.07, permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in 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 related Extended Revolving Commitments), shall be permitted as may be advised by local counsel agreed between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments of any Existing Revolving Class converted or exchanged into Extended Revolving Loans or Extended Revolving Commitments. Any series of Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from Existing Revolving Commitments of the Administrative AgentSpecified Existing Revolving Commitment Class and from any other Extended Revolving Commitments (together with any other Extended Revolving Commitments so established on such date). (db) In connection with any Extension, the Applicable The Borrower shall provide the applicable Extension Request to the Administrative Agent at least ten five (105) days Business Days (or such shorter period as may be agreed by the Administrative AgentAgent may determine in its reasonable discretion) prior written notice thereofto the date on which the Lenders are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes purpose of this Section 2.192. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (SunOpta Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental or Revolving Lenders Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or the aggregate amount of the Revolving Credit Commitments with the same a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may is hereby permitted to consummate from time to time offer transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date for any of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”), ,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche Revolving Credit Commitments (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans (as defined below) shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: : (i) 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 and no Event of Default shall exist immediately after the effectiveness of any Extended Loans, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or at related outstandings, as the time case may be) with the same terms as the original Revolving Credit Commitments and related outstandings (except for covenants or other provisions contained therein applicable to periods only after the Latest Maturity Date); provided that subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata portion of the Extension; Revolving Credit Commitments (iiand except as provided in Sections 2.03(l) and 2.04(g), 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 Revolving Credit 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 Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iiiiv), (ivv), (vi) and (vvii), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.the

Appears in 1 contract

Sources: Credit Agreement (Sensata Technologies Holding PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) any or all Lenders holding Term Lenders of B Loans or Incremental Term Loans of a given series with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such LenderStated Maturity, the Applicable Borrower may from time to time offer to extend the Maturity Date for any maturity date of such Term Loans and otherwise modify the terms of such Term Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Commitments (and related outstandings), in each case, without the consent of any other Lenders) (each, an “Extension”), ,” and each group of Term Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders or at the time of the Extension; relevant Lenders, (ii) except as to interest rates, fees, amortization, fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Term Loans of any Lender (an “Extending Term Lender Lender”) extended pursuant to any an Extension (an “Extended LoansTerm Loan”) shall have be a Term Loan with the same terms as the Tranche of original Term Loans; provided that at no time shall there be Term Loans subject to such Extension Offer; hereunder (including Extended Term Loans and any original Term Loans) which have more than three different Stated Maturities (unless a greater number is permitted by the Administrative Agent), (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, Term Loans of the applicable Lenders, 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; , (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) , and all written communications by the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver generally directed to the Administrative Agent one or more legal opinions Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent Agent, and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentsatisfied. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.13 or 2.14 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable the Borrower’s discretion) of Term Loans of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.27(b) (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Term Loans 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, Sections 2.08 2.13, 2.14, 2.17 and 2.159.7(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.27. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower and the other applicable Loan Parties as may be necessary in order to establish new Tranches tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranchessub-tranches, in each case on terms consistent with this Section 2.19 2.27. Notwithstanding the foregoing, the Administrative Agent shall have the right (each an “Extension Amendment”)but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.27(c) and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower 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 Borrower 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 for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest latest Stated Maturity Date so that such maturity date is extended to the then Latest latest Stated Maturity Date (or such later date as may be advised by local counsel to the Administrative Collateral Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten five (105) days 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 2.192.27. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) the Domestic Borrowers to all Term Lenders of any Class of Term Loans with a like Maturity Date and/or Revolving Commitments or (ii) any Foreign Borrower to all Incremental Lenders of any Class of Revolving Lenders with a like Maturity DateCommitments, in each case case, on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, subject to the provisions in this Section 2.25, without limitation, increasing the interest rate or fees payable in respect of such ▇▇▇▇▇▇’s Loans and/or Commitments and/or modifying the amortization schedule and/or optional or mandatory prepayments 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) 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 (each, an “Extension”)) agreed to between the Lead Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment”, and each group of Loans or Commitmentsany Revolving Loan made pursuant to such Extended Revolving Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Lead 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 notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent). (b) The Lead Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender. No Lenders or at other than Extending Lenders shall be required to consent to any amendments made in connection with an Extension Amendment. Each Extension Amendment shall specify the time terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in optional and mandatory prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Lead Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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, optional and mandatory prepayments, and final maturity (which shall be determined by the Lead 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 thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term A Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 each case as specified Section 9.02. Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Lead Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) no Extension Offer if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have an Other 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 2.18), (i) each Class of Extended Term Loan or Extended Revolving Commitment is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount of $10,000,000, (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and ii) any Extending Lender may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Secured Obligations secured by a pari passu Lien on the Collateral), (v) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrowers) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer.; provided,

Appears in 1 contract

Sources: Credit Agreement

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender ("Pro Rata Extension Offers"), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) (each, an “Extension”and/or modifying the amortization schedule in respect of such Lender’s Loans), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for . For the avoidance of doubt) be part of a single Tranche; and any Extended Loans , the reference to "on the same terms" in the preceding sentence shall constitute a separate Class of Loans from the Class of Loans from which they were convertedmean, so long as the following terms are satisfied: (i) no Default 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 (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an "Extended Term Loan") or Event of Default shall have occurred an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an "Extended Revolving Facility Commitment", and be continuing at the time any Revolving Facility Loan made pursuant to such Extended Revolving Facility 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 Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an "Extension Amendment") and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche existing Class of Term Loans subject to such Extension Offer; from which they are extended except for any terms which shall not apply until after the then Latest Maturity Date, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest Term Facility Maturity Date for of the Tranche Class of Term Loans so extended; subject to such Pro Rata Extension Offer, (iviii) 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 Facility Commitment shall have the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; except for any terms which shall not apply until after the then Latest Maturity Date and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate require participation on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Term A Loans, Term A-1 Loans and Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of the Swingline Lender and each Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.,

Appears in 1 contract

Sources: Incremental Assumption Agreement (Centurylink, Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.19(c) (which provisions shall not be applicable to this Section 2.24), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Borrowers to (i) all Term Lenders of any Class of Term Loans with having a like Term Facility Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may besuch Class) and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms term of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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, 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. Any such extension (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Term Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Borrowers and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 extended thereby; to which such offer relates and (viv) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. Upon the effectiveness of any Extension Amendment, in each case as specified in this Agreement shall be amended to the respective Extension Offer; extent (vibut only to the extent) if necessary to reflect the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, existence and terms of the applicable Lenders, shall Extended Term Loans evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may 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; (vii) all documentation memorialized in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to writing by the Administrative Agent one or more legal opinions reasonably satisfactory with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the Administrative Agent and a certificate other parties hereto. (c) Upon the effectiveness of an authorized officer of each Loan Party dated any such Extension, the applicable date Extending Lender’s Term Loan will be automatically designated an Extended Term Loan. For purposes of this Agreement and the Extension and executed by other Loan Documents, if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an authorized officer Other Term Loan having the terms of such Loan Party certifying and attaching Extended Term Loan. (d) Notwithstanding anything to the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions contrary set forth in Section 4.02 shall be satisfied this Agreement or any other Loan Document (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to including without limitation this Section 2.192.24), (i) such Extensions shall the aggregate amount of Extended Term Loans will not constitute voluntary or mandatory payments or prepayments for purposes be included in the calculation of Sections 2.08 and the Incremental Amount, (ii) no Extension Offer Extended Term Loan is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class and/or Other Refinancing Loans Extended Term Loan), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan implemented thereby, (v) all Extended Term Loans and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended (and all other Obligations secured by pari passu Liens) and (vi) there shall be subject to the terms of a Second Lien Intercreditor 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 no obligor in respect of any such Extended Term Loans so extended and such technical amendments as may except (x) the borrowers shall be necessary or appropriate in the reasonable opinion comprised solely of the Administrative Agent and the Applicable Dutch Borrower in connection (with the establishment of such new Tranches or subtranches, Co-Borrower a joint and several co-borrower as provided in each case on terms consistent with this Section 2.19 Agreement) and (each an “Extension Amendment”). Without limiting y) the foregoing, in connection with any Extensions guarantors shall constitute 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Guarantors hereunder. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Amaya Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “ Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in ‎Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv‎(iv) and (v)‎(v) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; to which such offer relates and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiw) the Extension shall not become effective unless, on same terms as the proposed effective date existing Class of the ExtensionRevolving Credit Commitments from which they are extended, (x) the Applicable Borrower have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated (in consultation with the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension other Revolving Lenders) and (y) require the conditions set forth consent of each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned), to the extent the Extension Amendment provides for participations in Section 4.02 Letters of Credit expiring on or after the scheduled Revolving Facility Maturity Date in respect of the existing Revolving Loans or existing Revolving Credit Commitments to be reallocated to Revolving Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such Extension Amendment. Upon the effectiveness of any Extension Amendment, this Agreement shall be satisfied 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 Credit Commitments evidenced thereby as provided for in ‎Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with all references in such Section 4.02 to any Borrowing being deemed the Borrower’s consent (not to be references unreasonably withheld) and furnished to the other parties hereto. In connection with any Extension on the applicable date of the Extension) and Amendment, the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived customary legal opinions or other certificates reasonably requested by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentit in connection with any such transaction. (bc) With respect 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 Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. (d) Notwithstanding anything to all Extensions consummated by an Applicable Borrower pursuant to the contrary set forth in this Section Agreement or any other Loan Document (including without limitation this ‎Section 2.19), (i) such Extensions shall not constitute voluntary no Extended Term Loan or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended and (v) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.19 shall be required supersede any provisions in ‎Section 2.15 or ‎Section 9.02 to accept an Extension Offerthe contrary.

Appears in 1 contract

Sources: Credit Agreement (LendingTree, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment,” and any Revolving Facility Loan made pursuant to such Extended Revolving Facility 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 Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such Lender’s Loans and/or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) The Borrower and each group of Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Facility Commitments of the original respective Tranche (in each case not so extended)such Extending Lender, shall (including, for the avoidance of doubt, to (x) to the extent applicable, provide that the Lenders providing any Extended Term Loans in respect of Term A Loans shall have the benefit of the Financial Covenant and be part included in the “Required Financial Covenant Lenders” and (y) make appropriate changes to Sections 6.11, 7.01 and 9.08 with respect to the control of remedies in the event of a single Tranchedefault in respect of the Financial Covenant. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedprovided, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest Term Facility Maturity Date for of the Tranche class of Term Loans so extended; to which such offer relates, (iviii) 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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 offer relates, and (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; (vii) all documentation in respect of such Extension ), any Extended Revolving Facility Commitment shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, have (x) the Applicable Borrower same terms as the existing Class of Revolving Facility Commitments from which they are extended or (y) have such other terms as shall deliver to the Administrative Agent one or more legal opinions 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. 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 a certificate of an authorized officer of each Loan Party dated the applicable date terms of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 4.02 shall 9.08(e). Any such deemed amendment may be satisfied (with all references memorialized in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and writing by the Administrative Agent shall have received a certificate with the Borrower’s consent (not to that effect dated be unreasonably withheld) and furnished to the applicable date other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Facility Commitments, and with the consent of the Extension and executed by a Financial Officer each Issuing Bank, participations in Letters of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition Credit shall be satisfied unless waived by reallocated to lenders holding such Extended Revolving Facility Commitments in the Applicable Borrower; and (x) manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentmaturity date for any Class of Revolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of clause (a) of the definition of “Incremental Amount,” (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 1 contract

Sources: Credit Agreement (EDGEWELL PERSONAL CARE Co)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv) and (v)) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; to which such offer relates and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiw) the Extension shall not become effective unless, on same terms as the proposed effective date existing Class of the ExtensionRevolving Credit Commitments from which they are extended, (x) the Applicable Borrower have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated (in consultation with the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension other Revolving Lenders) and (y) require the conditions set forth consent of each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned), to the extent the Extension Amendment provides for participations in Letters of Credit expiring on or after the scheduled Revolving Facility Maturity Date in respect of the existing Revolving Loans or existing Revolving Credit Commitments to be reallocated to Revolving Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such Extension Amendment. 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 Credit Commitments evidenced thereby as provided for in Section 4.02 shall 9.02. Any such deemed amendment may be satisfied memorialized in writing by the Administrative Agent with the Borrower’s consent (with all references in such Section 4.02 to any Borrowing being deemed not to be references unreasonably withheld) and furnished to the other parties hereto. In connection with any Extension on the applicable date of the Extension) and Amendment, the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived customary legal opinions or other certificates reasonably requested by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentit in connection with any such transaction. (bc) With respect 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 Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. (d) Notwithstanding anything to all Extensions consummated by an Applicable Borrower pursuant to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) such Extensions shall not constitute voluntary no Extended Term Loan or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended and (v) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.19 shall be required supersede any provisions in Section 2.15 or Section 9.02 to accept an Extension Offerthe contrary.

Appears in 1 contract

Sources: Credit Agreement (Shutterfly Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.19(c) (which provisions shall not be applicable to this Section 2.24), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Borrowers to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateFacility Commitments, in each case having a like Term Facility Maturity Date or Revolving Facility Maturity Date (as applicable) on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may beapplicable) and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”)) agreed to between the Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Borrowers and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Borrowers and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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 L/C Issuer, such terms as shall be reasonably satisfactory to such L/C Issuer, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrowers’ consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) other parties hereto. If provided in any Incremental Assumption Agreement with respect to which any Extended Revolving Facility Commitments, and with the consent of each L/C Issuer, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Incremental Assumption Agreement, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.24), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no L/C Issuer shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to the terms of a Second Lien Intercreditor 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 no obligor in respect of any such Extended Term Loans so extended and such technical amendments as may or Extended Revolving Facility Commitments except (x) the borrowers shall be necessary or appropriate in the reasonable opinion comprised solely of the Administrative Agent and the Applicable Dutch Borrower in connection (with the establishment of such new Tranches or subtranches, Co-Borrower a joint and several co-borrower as provided in each case on terms consistent with this Section 2.19 Agreement) and (each an “Extension Amendment”). Without limiting y) the foregoing, in connection with any Extensions guarantors shall constitute 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Guarantors hereunder. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: First Lien Credit Agreement (Amaya Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Parent to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Parent is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandingsand/or modifying the amortization schedule in respect of such Lender’s Loans) (eachit being understood that no Lender shall be obligated to participate in any Extension (as defined below) unless it shall have consented thereto). 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 (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 Parent and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Parent proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Parent and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Parent and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended, except for any terms which shall not apply until after the then-Latest Maturity Date, or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 extended thereby; 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 Parent and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended, except for any terms which shall not apply until after the then-Latest Maturity Date, or (y) 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, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Parent’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of each and Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (v) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vi) there shall be subject to no borrower (other than a Borrower) and no guarantors (other than the terms of a Second Lien Intercreditor 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided that the Parent shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Jazz Pharmaceuticals PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental or Revolving Lenders Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or the aggregate amount of the Revolving Credit Commitments with the same a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may is hereby permitted to consummate from time to time offer transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date for any of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans AMERICAS/2023095923.12023095923.18 119 Credit Agreement and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”), ,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche Revolving Credit Commitments (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans (as defined below) shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: : (i) 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 and no Event of Default shall exist immediately after the effectiveness of any Extended Loans, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or at related outstandings, as the time case may be) with the same terms as the original Revolving Credit Commitments and related outstandings (except for covenants or other provisions contained therein applicable to periods only after the Latest Maturity Date); provided that subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata portion of the Extension; Revolving Credit Commitments (iiand except as provided in Sections 2.03(l) and 2.04(g), 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 Revolving Credit 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 Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iiiiv), (ivv), (vi) and (vvii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Term Lender Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche tranche of Term Loans subject to such Extension Offer; Offer (iii) the final maturity date except for any Extended Loans shall be no earlier than covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date Date), (iv) the amortization schedule applicable to any Extended Term Loans pursuant to Section 2.07 for the Tranche of Loans so extended; periods prior to the original Loan Maturity Date may not be increased, (ivv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; , (vvi) any Extended Loans Term loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective applicable Extension Offer; , (vivii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of AMERICAS/2023095923.12023095923.18 120 Credit Agreement which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansTerm Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the applicable Lenderscase may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; , (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent foregoing and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.05 and (ii) no each Extension Offer is required to be in any a minimum amount or any minimum increment; of $10,000,000, provided that (A) the Applicable 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 Borrowers’ the Borrower’s sole discretion and may be waived by Applicable the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.05, 2.13 and 2.1510.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.18. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans of any Class and/or Other Refinancing Loans Revolving Credit Commitments (or a portion thereof)) and (B) with respect to any Extension of the Revolving Credit Commitments, the consent of the L/C Issuer, which consent shall not be unreasonably withheld or delayed. All Extended Loans Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that and, unless (x) the Loans or Commitments being extended by this Section 2.18 are unsecured or (y) otherwise agreed by the Borrower and the Lender providing such Extension, such Extended Term Loans and Extended Revolving Credit Commitments shall be secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable secured Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. 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 Borrower as may be necessary in order to establish new Tranches tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranchessub-tranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)2.18. 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).AMERICAS/2023095923.12023095923.18 121 Credit Agreement (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten five (105) days 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 2.19. (e) Notwithstanding anything This Section 2.18 shall supersede any provisions in Section 2.05, Section 2.13 or Section 10.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 1 contract

Sources: Credit Agreement (Sensata Technologies Holding PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Company to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Company is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as and/or modifying the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation amortization schedule in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(sLender’s Loans); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for For the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans the reference to “on such terms as may be set forth the same terms” in the relevant Extension Offerpreceding 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 hereby waive that the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 interest rate changes and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension fees payable with respect to one or more such extension are the same and (ii) in the case of its Loans an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 Company and any Class and/or Other Refinancing Loans such Lender (or a portion thereof). All Extended Loans and all obligations in respect thereof shall an “Extending Lender”) will be Secured Obligations established under this Agreement and the other by implementing an Other Term Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, for such Lender if such Extended Loans rank junior in right of security with any other ObligationsLender is extending an existing Term Loan (such extended Term Loan, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension AmendmentExtended Term Loan). Without limiting the foregoing) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.an

Appears in 1 contract

Sources: Credit Agreement (Benchmark Electronics Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”)) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . 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 Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Dollar Tree Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be substantially identical to those applicable to the contrary in this Agreement, pursuant Term Loans of the Existing Term Loan Tranche from which they are to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) all Incremental Revolving (A) the Applicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional or reduced fees (including prepayment or termination premiums) may be payable to the Lenders with a like Maturity Dateproviding such Extended Term Loans in addition to or in lieu of any increased or decreased Applicable Margins contemplated by the preceding clause (A), in each case case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis, a less than a pro rata basis, or a greater than a pro rata basis (based on the aggregate outstanding principal amount in any optional prepayments of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate hereunder and 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, of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiiv) the Extension shall not become effective unless, on final maturity date and the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver scheduled amortization applicable to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Term Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant applicable Extension OfferAmendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans of such Existing Term Loan Tranche, and hereby waive (v) the requirements of covenant set forth in Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent, and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any provision of inconsistent provisions set forth in Section 4.02, 4.07(b), or 13.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.09(b) and 2.152.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Revolving Commitments, Borrower shall provide a pari passu notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be substantially identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Revolving Loans may be higher or junior lien basis lower than the Applicable Margins for the Revolving Loans of such Existing Revolving Tranche and/or (B) additional or reduced fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased or decreased Applicable Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Percentage with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Percentage for the Revolving Commitments of such Existing Revolving Tranche, (iv) the covenant set forth in Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent, and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment, and (v) the L/C Commitments of any L/C Lender that is providing such Extended Revolving Commitments may be extended and the L/C Sublimit may be increased, subject to clause (d) below (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 4.02, 4.07(b), or 13.04). Except as provided above, each Lender holding Extended Revolving Commitments shall be entitled to all other applicable Obligations under the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.09(b) and 2.10(b) applicable to existing Revolving Loans) and the other Loan Credit Documents; provided that, if such Extended Loans rank junior in right of and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security with any other Obligations, such Extended Loans will be subject to interests created by the terms of a Second Lien Intercreditor AgreementSecurity Documents. The Lenders hereby irrevocably authorize the Credit Parties shall take any actions reasonably required by Administrative Agent to enter into ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Tranche shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. (c) Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Tranche are requested to respond (or such shorter period as is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected to modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. Borrower shall have the right to withdraw any Extension Request upon written notice to Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less than the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Extension Request. (d) Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which shall be substantially in the form of Exhibit P or Exhibit Q to this Agreement, as applicable, or, in each case, such other form as is reasonably acceptable to Administrative Agent). Each Extension Amendment shall be executed by Borrower, Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby and (B) with respect to any extension of the Revolving Commitments that results in an extension of an L/C Lender’s obligations with respect to Letters of Credit, the consent of such L/C Lender). An Extension Amendment may, subject to Sections 2.13(a) and (b), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents with the Borrower as may be necessary or advisable, in order the reasonable opinion of Administrative Agent and Borrower, to establish new effect the provisions of this Section 2.13 (including, without limitation, (A) amendments to Section 2.04(b)(ii) and Section 2.09(b)(i) to permit reductions of Tranches or sub-tranches in respect of Term Loans so extended Revolving Commitments (and prepayments of the related Revolving Loans) with an R/C Maturity Date prior to the R/C Maturity Date applicable to a Tranche of Extended Revolving Commitments without a concurrent reduction of such Tranche of Extended Revolving Commitments and (B) such other technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesBorrower, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 give effect to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (terms and provisions of any Extended Term Loans or such later date Extended Revolving Commitments, as may be advised by local counsel to the Administrative Agentapplicable). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Wynn Resorts LTD)

Extensions of Loans and Commitments. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Applicable applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Dateunder any Class that is proposed to be extended under this Section 2.27, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans or the aggregate amount and Commitments of the Commitments with the same Maturity Date, as the case may beeach Lender in such Class) and on the same terms to each such Lender, such Borrower may, pursuant to the Applicable Borrower may from time to time offer provisions of this Section 2.27, agree with one or more Lenders holding Loans and Commitments of such Class to extend the Maturity Date for any such Loans maturity date for, and to otherwise modify consistent with this Section 2.27 the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of of, such Loans and/or Commitments (and related outstandings) (eacheach such modification, an “Extension”). In connection with each Extension, the applicable Borrower will provide the Administrative Agent (for distribution to the Lenders of the applicable Class) at least 10 days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, including the applicable Class or Classes to be extended and the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to any Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the applicable Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.27. (b) After giving effect to any Extension, the Term Loans or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided, that at no time shall there be more than three different Classes of Term Loans and three different classes of Revolving Commitments; provided further, that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant maturity date, and each group (ii) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or Commitmentsrepayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, in each case of a given Tranche as so extended, as well as the original Existing Revolving Loans and Existing Revolving Commitments (or all Existing Revolving Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; such Class and any Extended related Existing Revolving Loans shall constitute a separate Class have otherwise been terminated and repaid in full). (c) The consummation and effectiveness of Loans from each Extension shall be subject to the Class of Loans from which they were converted, so long as the following terms are satisfiedfollowing: (i) no Default or Event of Default shall have occurred and be continuing at the time an any Extension Offer is delivered to the Lenders or at the time of the such Extension; (ii) except the Term Loans or Revolving Commitments, as to interest ratesapplicable, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (as applicable, “Extended Term Loans” or “Extended Revolving Commitments”) shall have the same terms as the Tranche Class of Term Loans or Revolving Commitments, as applicable, subject to such the related Extension Offer; Amendment (iiias applicable, “Existing Term Loans” or “Existing Revolving Commitments”); except (A) the final maturity date for of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no earlier later than the then Latest Maturity Date for maturity date of the Tranche Class of Existing Term Loans so extended; (iv) or Existing Revolving Commitments, as applicable, subject to the related Extension Amendment, and the Weighted Average Life to Maturity of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Existing Term Loans extended thereby; or Existing Revolving Commitments, as applicable, subject to the related Extension Amendment; (vB) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Term Loans or Existing Revolving Commitments, as applicable; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) any Extended Term Loans or Extended Revolving Commitments, as applicable, 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; ; and (viE) if the aggregate principal amount of other terms and conditions applicable to Extended Term Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to and/or Extended Revolving Commitments may be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) terms different than those with respect to which the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such Lenders have accepted such Extension Offer; (vii) all documentation in respect of such Extension shall be consistent with terms and conditions only apply after the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date latest maturity of the ExtensionClass of Existing Term Loans or Existing Revolving Commitments, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references as applicable, subject to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s)Amendment; (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Grifols SA)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant the Borrower Agent may request that the Lenders extend the maturity of their Loans, to one or more offers a date to be agreed by the Extending Lenders. In order to exercise such right, the Borrower Agent shall provide a notice to the Administrative Agent (each, an who shall provide a copy of such notice to each of the Lenders) (the “Extension OfferRequest”). (b) The Borrowers may provide an Extension Request to the Administrative Agent no more than 120, and no fewer than 45, days prior to the then effective Maturity Date. The Extension Request shall set forth the proposed terms of any Extended Lender Loans to be established, which terms shall be identical to those applicable to the tranche from which they are to be extended (such non-extended Loans, the “Non-Extended Loans”, and collectively, the “Non-Extended Lender Loans”) made from time to time by except (x) the Applicable Borrower to (i) all Term Lenders maturity date of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like any Extended Lender Loan shall be at least one year later than the Maturity Date, (y) additional fees, premiums and different interest rates may be payable to the Lenders providing any Extended Lender Loans and (z) Extended Lender Loans may be subject to covenants or other provisions applicable only to periods after the Maturity Date; provided that, notwithstanding anything to the contrary in each case this Section or otherwise in this Agreement, (1) no Extended Lender Loans shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the applicable Non-Extended Lender Loans; (2) the repayment (other than in connection with a permanent repayment), the mandatory prepayment of any Loans applicable to any Extended Lender Loan of any tranche shall be made on a pro rata basis with all other outstanding Loans (based on including all Extended Lender Loans) of such tranche (provided that Extended Lender Loans may, if the aggregate outstanding principal amount of the respective Loans Extending Lenders making or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms committing to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may agree, 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 repayment or prepayments prepayment or commitment reduction hereunder); (3) no Extended Lender Loans may be optionally prepaid prior to the date on which the related Non-Extended Loans are repaid unless such optional prepayment is accompanied by a pro rata optional prepayment of the related Non-Extended Loans; (4) each Lender holding Loans of any tranche shall be permitted to participate in the related tranche of Extended Lender Loans in accordance with its pro rata share of the Loans of such tranche; (5) no Default shall exist on the Extension Date before or after giving effect to any Extended Lender Loans; and (6) Extended Lender Loans shall be treated as a separate tranche from Non-Extended Loans. No Lender shall have any obligation to convert any Non-Extended Lender Loans held by it into Extended Lender Loans pursuant to the Extension Request. (c) The Borrowers shall provide the Extension Request at least 10 Business Days prior to the date on which Lenders under the applicable tranche of Loans are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Loans converted into Extended Lender Loans pursuant thereto shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its applicable Loans that it has elected to convert into Extended Lender Loans. In the event that the aggregate amount of Loans subject to Extension Elections exceeds the amount of Extended Lender Loans requested pursuant to the Extension Request, Loans shall be converted to Extended Lender Loans on a pro rata basis. The Borrowers shall have the right to seek and accept Extended Lender Loans from (i) Lenders and/or (ii) third party financial institutions that are not then Lenders (each a “New Extending Lender”), in each case as specified in an amount equal to the amount of the Loans of any Lender that declines to become an Extending Lender (a “Declining Lender”); provided that each Lender shall have the right to increase its Loans up to the amount of the Declining Lenders’ Loans before the Borrowers will be permitted to replace a New Extending Lender for any Declining Lender. Each replacement of a New Extending Lender for a Declining Lender shall be effected in accordance with Section 2.20. Each New Extending Lender under the Facility shall be subject to the prior written approval of the Administrative Agent to the extent such approval is required pursuant to Section 10.6. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to extend any of its Commitments and any election to do so shall be in the respective sole discretion of such Lender. Any Lender not responding by 5:00 p.m. (New York City time) on the date five (5) Business Days prior to the date on which the Borrower Agent proposes that the Extended Lender Loans shall be effective (which such date shall be at least 15 Business Days after the date the Borrower Agent has provided the applicable Extension Offer;Request) shall be deemed to have declined to extend its Commitments. (vid) if Loans whose maturity is extended pursuant to this Section are referred to as “Extended Lender Loans”. (e) Extended Lender Loans shall be established pursuant to an amendment (the aggregate principal amount of applicable Loans “Extension Amendment”) to this Agreement (calculated on which may include the face amount thereofamendments to provisions related to maturity, interest margins, fees or prepayments referenced in Section 2.22(b)) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended executed by the Applicable Borrower pursuant Loan Parties, the Administrative Agent, and the Extending Lenders. Notwithstanding anything to such the contrary set forth in Section 10.1, no Extension Offer, then Amendment shall require the applicable Loans, consent of any Lender other than the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Extending Lenders with respect to which such Lenders have accepted such Extension Offer; (vii) all documentation in respect of such Extension shall be consistent the Extended Lender Loans established thereby. In connection with the foregoing, (viii) Extension Amendment, the Extension Guarantors shall not become effective unless, on reaffirm their respective obligations under the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Guarantee and Collateral Agreement pursuant to the Administrative Agent one or more legal opinions an agreement reasonably satisfactory to the Administrative Agent and the Borrowers shall, if requested by the Administrative Agent, deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of the Extension Amendment, this Agreement as amended thereby, the reaffirmation of the Guarantee and Collateral Agreement and such of the other Loan Documents (if any) as may be amended thereby. In addition, the Extension Amendment shall contain a certificate representation and warranty by the Parent Companies and the Borrowers that the representations and warranties of an authorized officer of (i) the Parent Companies and the Borrowers contained in Section 3 and (ii) each Loan Party dated contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith are true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the applicable date of such Extension Amendment, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. This Section shall supersede any provisions in Section 10.1 or Section 10.7 to the contrary. Following the execution of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and Amendment, the Administrative Agent shall have received a certificate to that effect dated notify the applicable date Lenders of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentFacility that has been extended pursuant to this Section. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (ef) Notwithstanding anything to the contrary contained hereinin this Agreement, no on any date on which any tranche of Loans are converted to extend the scheduled maturity date in accordance with this Section (the “Extension Date”), the aggregate principal amount of Loans of such tranche of each Extending Lender shall be required deemed reduced by an amount equal to accept an Extension Offerthe aggregate principal amount of Extended Lender Loans relating to such tranche so converted by such Lender on such date.

Appears in 1 contract

Sources: Term Loan Agreement (Genesis Healthcare, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) any or all Term Lenders of holding Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such LenderStated Maturity, the Applicable Borrower may from time to time offer to extend the Maturity Date for maturity date of any such Term Loans and otherwise modify the terms of such Term Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Commitments (and related outstandings), in each case, without the consent of any other Lenders) (each, an “Extension”), such Term Loans so extended, an “Extended Term Loan”; and each group of Term Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders or at the time of the Extension; Lenders, (ii) except as to interest rates, fees, amortization, fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Extended Term Loans of any Lender shall be a Term Lender extended pursuant to any Extension (“Extended Loans”) shall have Loan with the same terms as the Tranche of original Term Loans; provided that at no time shall there be Term Loans subject to such Extension Offer; hereunder (including Extended Term Loans and any original Term Loans) which have more than three different Stated Maturities, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, Term Loans of the applicable Lenders, 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; , (viiiv) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) , and all written communications by the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver generally directed to the Administrative Agent one or more legal opinions Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension Agent, and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ixv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentsatisfied. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.13 or 2.14 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable the Borrower’s discretion) of Term Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.be

Appears in 1 contract

Sources: Credit Agreement (Micron Technology Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than Dollars) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) ), (v), and (vvi), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the except as to interest rates, fees and final maturity date for any Extended Loans shall (which shall, subject to the requirements of this Section 2.22, be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended determined by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Offer) and hereby waive ), the requirements Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any provision of this Agreement Revolving Lender (including, without limitation, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.an

Appears in 1 contract

Sources: Credit Agreement (Horizon Therapeutics Public LTD Co)

Extensions of Loans and Commitments. (a) Notwithstanding anything The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders of the applicable Existing Term Loan Class) (each, an a Term Loan Extension OfferRequest”) made setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Class from time which they are to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment, (ii) (A) the yield with respect to such Extended Term Loans may be higher or lower than the yield for the Term Loans of such Existing Term Loan Class and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Extension Offer; Amendment, (viiv) if the aggregate amortization schedule set forth in Section 2.06 or the applicable Incremental Joinder Agreement or Refinancing Amendment applicable to such Existing Term Loan Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then Extended Term Loans set forth in the applicable LoansExtension Amendment; provided, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Class and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenant set forth in Section 4.02 shall 8.11 may be satisfied (with all references modified in such Section 4.02 to any Borrowing being deemed to be references a manner acceptable to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Term Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.04(a) and 2.152.04(b) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (civ) No consent of any Lender or the Administrative Agent shall be required applicable to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement Term Loans) and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Collateral Documents. The Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were modified. (b) The Borrower may, at any time, request that are secured by all or a portion of the Collateral on Revolving Commitments of any Class (an “Existing Revolving Class” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Revolving Commitments, the Borrower shall provide a pari passu notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Class) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Class from which they are to be modified except (i) the scheduled termination date of such Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the yield with respect to such Extended Revolving Loans may be higher or junior lien basis lower than the yield for the Revolving Loans of such Existing Revolving Class and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased yield contemplated by the preceding clause (A); in each case, to the extent provided in the applicable Extension Amendment, (iii) the Revolving Commitment Fee with respect to such Extended Revolving Commitments may be higher or lower than the Revolving Commitment Fee for the Revolving Commitments of such Existing Revolving Class and (iv) the financial covenant set forth in Section 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all other applicable Obligations under the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.04(a) and 2.04(b) (iv) applicable to Existing Revolving Loans) and the other Loan Documents; provided that, if such Extended Loans rank junior in right of and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and security with any other Obligations, such Extended Loans will be subject to interests created by the terms of a Second Lien Intercreditor AgreementCollateral Documents. The Lenders hereby irrevocably authorize Loan Parties shall take any actions reasonably requested by the Administrative Agent to enter into ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Class, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Class. In addition, if so provided in the relevant Extension Amendment and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the latest Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Class to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) Borrower shall provide the applicable Extension Request at least five Business Days prior to the date on which Lenders under the existing Class are requested to respond. Any Lender wishing to have all or a portion of its Term Loans or Revolving Commitments of the existing Class subject to such Extension Request modified to constitute Extended Loans/Commitments (an “Extending Lender”) shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the existing Class which it has elected to modify to constitute Extended Loans/Commitments. In the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be modified to constitute Extended Loans/Commitments on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to such Extension Request is less than the amount of Extended Loans/Commitments requested pursuant to such Extension Request. (d) Extended Loans/Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement. Each Extension Amendment shall be executed by the Borrower, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby). An Extension Amendment may, subject to Sections 2.15(a) and (b); without the consent of any other Lenders, effect such 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 Term Loans so extended and such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with Borrower, to effect the establishment provisions of this Section 2.15 (including, without limitation, such new Tranches technical amendments as may be necessary or subtranchesadvisable, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and reasonable opinion of the Administrative Agent is hereby directed and the Borrower, to amend) any Mortgage that has a maturity date prior give effect to the then Latest Maturity Date so terms and provisions of any Extended Loans/Commitments); provided that each Lender whose Loans or Commitments are affected by such maturity date is extended to the then Latest Maturity Date (or Extension Amendment shall have approved such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extension Amendment. (e) Notwithstanding anything This Section shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 1 contract

Sources: Credit Agreement (Vici Properties Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding The Company may at any time and from time to time request that all or a portion of the Tranche A Revolving Commitments (including any previously extended Tranche A Revolving Commitments), existing at the time of such request (each, an "Existing Revolving Commitment" and any related Tranche A Revolving Loans, "Existing Revolving Loans"; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an "Existing Revolving 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 Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, "Extended Revolving Commitments" and any related Revolving Loans, "Extended Revolving Loans") and to provide for other terms consistent with this Section 2.19. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Tranche A Revolving Lenders with such request offered equally to all Tranche A Revolving Lenders) (an "Extension Request") setting forth the proposed terms of the Extended Revolving Commitments to be established thereunder, which terms shall be similar to those applicable to the Existing Revolving Commitments (such Tranche, the "Specified Existing Revolving Commitment Class"), except that (w) all or any of the final maturity and/or termination dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity and/or termination dates of the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(1) the Unused Line Fee Rate applicable to Tranche A Revolving Commitments with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments, and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this AgreementSection 2.19 or otherwise, pursuant to one or more offers (each, an “Extension Offer”I) made from time to time by the Applicable Borrower to borrowing and repayment (i) all Term Lenders of Term Loans other than in connection with a like Maturity Date and/or (iipermanent repayment and termination of commitments) all Incremental of the Extended Revolving Lenders with a like Maturity DateLoans under any Extended Revolving Commitments, in each case shall be made on a pro rata basis (based on the aggregate outstanding principal amount with any borrowings and repayments of the respective Existing Revolving Loans or the aggregate amount of the Commitments with the same Maturity DateSpecified Existing Revolving Commitment Class, as applicable (the case mechanics for which may be) be implemented through the applicable Extension Amendment and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant include technical changes related to the terms borrowing and repayment procedures of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and A Revolving Commitments of the original respective Tranche Specified Existing Revolving Commitments Class) and (II) subject to the applicable limitations set forth in each case not so extendedSection 2.07, permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in the related Extended Revolving Commitments), shall (for be permitted as may be agreed between the avoidance Company and the Lenders thereof. No Lender shall have any obligation to agree to have any of doubt) be part its Revolving Loans or Revolving Commitments of a single Tranche; and any Existing Revolving Class converted or exchanged into Extended Revolving Loans or Extended Revolving Commitments. Any series of Extended Revolving Commitments shall constitute a separate Class of Loans Revolving Commitments from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time Existing Revolving Commitments of the Extension; Specified Existing Revolving Commitment Class and from any other Extended Revolving Commitments (ii) except as to interest rates, fees, amortization, final maturity together with any other Extended Revolving Commitments so established on such date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower Company shall provide the applicable Extension Request to the Administrative Agent at least ten five (105) days Business Days (or such shorter period as may be agreed by the Administrative AgentAgent may determine in its reasonable discretion) prior written notice thereofto the date on which the Tranche A Revolving Lenders are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes purpose of this Section 2.192. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (SunOpta Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Borrowers to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateFacility Commitments, in each case having a like Term Facility Maturity Date or Revolving Facility Maturity Date (as applicable) on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may beapplicable) and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”)) agreed to between the Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Borrowers and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Borrowers and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial2017 Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrowers’ consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) other parties hereto. If provided in any Incremental Assumption Agreement with respect to which any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Incremental Assumption Agreement, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to the terms of a Second Lien Intercreditor 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 no obligor in respect of any such Extended Term Loans so extended and such technical amendments as may or Extended Revolving Facility Commitments except (x) the borrowers shall be necessary comprised solely of any or appropriate in the reasonable opinion all of the Administrative Agent Lux Borrower (with, the Co-Borrower and the Applicable Borrower Additional Borrowers (on a joint and several co-borrowerbasis as provided in connection with this Agreement) and (y) the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting guarantors shall constitute 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Guarantors hereunder. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Mallinckrodt PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Facility Commitment,” and be continuing at the time any Revolving Facility Loan made pursuant to such Extended Revolving Facility 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 Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such Lender’s Loans and/or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of each Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of clause (a) of the definition of “Incremental Amount,” (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Cabot Microelectronics Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “ Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in ‎Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality or Material Adverse Effect) as of the Extension; date of effectiveness of the Extension Amendment (iiexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects to the extent that any representation and warranty is qualified by materiality or Material Adverse Effect) as of such earlier date), (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv‎(iv) and (v)‎(v) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) 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 extended thereby; (v) to which such offer relates, other than any Extended Loans may participate on a pro rata basis bridge 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; other interim credit facility and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiw) the Extension shall not become effective unless, on same terms as the proposed effective date existing Class of the ExtensionRevolving Credit Commitments from which they are extended, (x) the Applicable Borrower have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated (in consultation with the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension other Revolving Lenders) and (y) require the conditions set forth consent of each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned), to the extent the Extension Amendment provides for participations in Section 4.02 Letters of Credit expiring on or after the scheduled Revolving Facility Maturity Date in respect of the existing Revolving Loans or existing Revolving Credit Commitments to be reallocated to Revolving Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such Extension Amendment. Upon the effectiveness of any Extension Amendment, this Agreement shall be satisfied 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 Credit Commitments evidenced thereby as provided for in ‎Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with all references in such Section 4.02 to any Borrowing being deemed the Borrower’s consent (not to be references unreasonably withheld) and furnished to the other parties hereto. In connection with any Extension on the applicable date of the Extension) and Amendment, the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived customary legal opinions or other certificates reasonably requested by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentit in connection with any such transaction. (bc) With respect 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 Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. (d) Notwithstanding anything to all Extensions consummated by an Applicable Borrower pursuant to the contrary set forth in this Section Agreement or any other Loan Document (including without limitation this ‎Section 2.19), (i) such Extensions shall not constitute voluntary no Extended Term Loan or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended and (v) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.19 shall be required supersede any provisions in ‎Section 2.15 or ‎Section 9.02 to accept an Extension Offerthe contrary.

Appears in 1 contract

Sources: Credit Agreement (LendingTree, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Dateany Class, in each case case, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount Commitments of the Commitments with the same Maturity Datesuch Class, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may is hereby permitted to consummate from time to time offer transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date for any maturity date of each such Lender’s Term Loans or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension[reserved]; (ii) except as to interest rates, fees, final maturity date, premiums and discounts, (which shall, subject to immediately succeeding clauses (iv), be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitments of any Revolving Credit Lender that agrees to an Extension with respect to such Revolving Credit Commitments extended pursuant to any Extension (the “Extended Revolving Credit Commitments” and the loans made thereunder, the “Extended Revolving Credit Loans”) shall have terms no more favorable in any material respect, taken as a whole, than the terms of the Class of Revolving Credit Commitments subject to such Extension Offer (except for covenants and other provisions contained therein applicable only to periods after the then latest Maturity Date with respect to the Revolving Credit Commitments being extended thereby); (iii) except as to interest rates, fees, amortization, final maturity date, premiumpremiums, discounts, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iiiiv), (ivv) and (vvi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans extended pursuant to any Extension (the “Extended Term Loans”) shall have terms no more favorable in any material respect, taken as a whole, than the same terms as of the Tranche Class of Term Loans subject to such Extension OfferOffer (except for covenants and other provisions contained therein applicable only to periods after the then latest Maturity Date with respect to the Term Loans being extended thereby); (iiiiv) the final maturity date for of any Extended Term Loans or Extended Revolving Credit Commitments shall be no earlier than the then Latest applicable latest Maturity Date for with respect to the Tranche of Term Loans so extendedor Revolving Credit Commitments extended thereby; (ivv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (vvi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basisbasis other than as otherwise provided in this Agreement) in any voluntary or mandatory repayments or prepayments hereunderhereunder of any then-existing Term Loans, in each case as specified in the respective Extension Offer; (vivii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) in respect of which applicable Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, Term Loans of the applicable Lenders, such Term 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 Term Lenders have accepted such Extension Offer; (viiviii) if the aggregate principal amount of Revolving Credit Commitments in respect of which Revolving Credit Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments offered to be extended by Borrower pursuant to such Extension Offer, then the Revolving Credit Commitments of such Revolving Credit 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 Revolving Credit Lenders have accepted such Extension Offer; (ix) unless the Administrative Agent otherwise agrees, the Extensions shall be in a minimum amount of $10,000,000; (x) any applicable Minimum Extension Condition shall be satisfied or waived by Borrower; and (xi) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.192.29, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and Section 2.14, (ii) the scheduled amortization payments (in so far as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.13 shall be adjusted to give effect to the Extension of the relevant Class and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ Borrower’s sole discretion and which may be waived by Applicable Borrower) of Loans or Commitments (as applicable) of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.29 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans 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, including Sections 2.08 2.19 and 2.152.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.29. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Term Loans (or a portion thereof) or Revolving Credit Commitments (or a portion thereof) in satisfaction of the Minimum Extension Condition (if applicable). For the avoidance of doubt, no Lender shall have its Term Loans or Revolving Credit Commitments extended without the written consent of such Lender. All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if Documents that are secured on the same basis as the Loans and Commitments extended thereby and the Guarantors shall guarantee such Extended Loans rank junior Obligations in right of security with respect thereof (it being understood that such obligations shall not benefit from any Guarantee by any Person other Obligations, such Extended Loans will than a Loan Party or be subject secured by a Lien on any asset that does not constitute Collateral (except to the terms of a Second Lien Intercreditor Agreementextent that any additional collateral security is offered to be added to the Collateral to secure, and additional guarantees are offered to be added for the benefit of, the Secured Parties)). The Lenders hereby irrevocably authorize and direct the Administrative Agent and the Collateral Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) with the Borrower and other Loan Parties as may be necessary in order to establish new Tranches or sub-tranches Classes in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesClasses, in each case case, on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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)2.29. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) days five Business Days’ (or such shorter period as may be reasonably agreed by the Administrative Agent) prior written notice thereof, and shall agree to such proceduresprocedures (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 2.192.29. (e) Notwithstanding anything Each group of Extended Term Loans made on an Extension Date shall be designated a separate Class for all purposes of this Agreement. (f) This Section 2.29 shall supersede any provisions in Section 2.14, Section 2.19, Section 2.20 or Section 9.08 or any other provision in this Agreement to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 1 contract

Sources: Credit Agreement (DIEBOLD NIXDORF, Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing changing) the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such ▇▇▇▇▇▇’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing (x) an Other Term A Loan for such Lender if such Lender is extending an existing Term A Loan (such extended Term A Loan, an “Extended Term A Loan”), and each group of Loans (y) an Other Term B Loan for such Lender if such Lender is extending an existing Term B Loan (such extended Term B Loan, an “Extended Term B Loan” and, together with the Extended Term A Loans, the “Extended Term Loans”) or Commitments(z) an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; an “Extended Revolving Facility Commitment,” and any Revolving Facility Loan made pursuant to such Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedRevolving Facility Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the applicable Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Applicable Administrative Agent (or at such shorter period agreed to by the time Applicable Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such ▇▇▇▇▇▇’s Loans and/or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) The Borrower and each Extending Lender shall execute and deliver to the Applicable Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Applicable Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant |US-DOCS\123898161.25157781893.13|| Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Applicable Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, (ii) [reserved], (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the 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 Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; or (y) such other terms as shall be reasonably satisfactory to the PR Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or the Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or the Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or basis, a less than pro rata basis or solely with respect to Indebtedness being extended that participates on a greater than pro rata basis as compared to any other Class of Term Loans, a greater than pro rata basis (but not only to the same extent that such Class of Term Loans being extended participates on a greater than a pro rata basisbasis as compared to any other Class of Term Loans) than the Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended writing by the Applicable Borrower pursuant to such Extension Offer, then Administrative Agent with the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts Borrower’s consent (but not to exceed actual holdings of recordbe unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of the Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.22), (i) the incurrence of Extended Term Loans and Extended Revolving Facility Commitments will not reduce the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Applicable Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility |US-DOCS\123898161.25157781893.13|| Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with all other Obligations of the Class being extended (and all other Obligations secured by Other First Liens or Junior Liens, as applicable), (vi) neither the Swingline Lender nor any other Obligations, Issuing Bank shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Applicable Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Millerknoll, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) any or all Lenders holding Term Lenders of B-1 Loans or, Term B-2 Loans or Incremental Term Loans of a given series with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such LenderStated Maturity, the Applicable Borrower may from time to time offer to extend the Maturity Date for any maturity date of such Term Loans and otherwise modify the terms of such Term Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Commitments (and related outstandings), in each case, without the consent of any other Lenders) (each, an “Extension”), and each group of Term Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders or at the time of the Extension; relevant Lenders, (ii) except as to interest rates, fees, amortization, fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Term Loans of any Lender (an “Extending Term Lender Lender”) extended pursuant to any an Extension (an “Extended LoansTerm Loan”) shall have be a Term Loan with the same terms as the Tranche of original Term Loans; provided that at no time shall there be Term B-1 Loans subject to such Extension Offer; or Term B-2 Loans hereunder (including Extended Term Loans and any original Term Loans) which in either case have more than three different Stated Maturities, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, Term Loans of the applicable Lenders, 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; , (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) , and all written communications by the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver generally directed to the Administrative Agent one or more legal opinions Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent Agent, and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentsatisfied. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.13 or 2.14 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable the Borrower’s discretion) of Term Loans of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.27(b) (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Term Loans 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, Sections 2.08 2.13, 2.14, 2.17 and 2.159.7(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.27. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranchessub-tranches, in each case on terms consistent with this Section 2.19 2.27. Notwithstanding the foregoing, the Administrative Agent shall have the right (each an “Extension Amendment”)but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.27(c) and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower 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 Borrower 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 for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest latest Stated Maturity Date so that such maturity date is extended to the then Latest latest Stated Maturity Date (or such later date as may be advised by local counsel to the Administrative Collateral Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten five (105) days 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 2.192.27. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders of the applicable Existing Term Loan Class) (each, an a Term Loan Extension OfferRequest”) made setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Class from time which they are to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment, (ii) (A) the yield with respect to such Extended Term Loans may be higher or lower than the yield for the Term Loans of such Existing Term Loan Class and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Extension Offer; Amendment, (viiv) if the aggregate amortization schedule set forth in Section 2.06 or the applicable Incremental Joinder Agreement or Refinancing Amendment applicable to such Existing Term Loan Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then Extended Term Loans set forth in the applicable LoansExtension Amendment; provided, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Class and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenants set forth in Section 4.02 shall 8.11 may be satisfied (with all references modified in such Section 4.02 to any Borrowing being deemed to be references a manner acceptable to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Term Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.04(a) and 2.152.04(b)(iv) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (capplicable to Term Loans) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Collateral Documents. The Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were modified. (b) The Borrower may, at any time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Class (an “Existing Revolving Class” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Revolving Commitments, the Borrower shall provide a pari passu notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Class) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Class from which they are to be modified except (i) the scheduled termination date of such Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the yield with respect to such Extended Revolving Loans may be higher or junior lien basis lower than the yield for the Revolving Loans of such Existing Revolving Class and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Rate with respect to such Extended Revolving Commitments may be higher or lower than the Applicable Fee Rate for the Revolving Commitments of such Existing Revolving Class and (iv) the financial covenants set forth in Section 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all other applicable Obligations under the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.04(a) and 2.04(b)(iv) applicable to Existing Revolving Loans) and the other Loan Documents; provided that, if such Extended Loans rank junior in right of and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and security with any other Obligations, such Extended Loans will be subject to interests created by the terms of a Second Lien Intercreditor AgreementCollateral Documents. The Lenders hereby irrevocably authorize Loan Parties shall take any actions reasonably requested by the Administrative Agent to enter into ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Class, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Class. In addition, if so provided in the relevant Extension Amendment and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the latest Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Class to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) The Borrower shall provide the applicable Extension Request at least five Business Days prior to the date on which Lenders under the existing Class are requested to respond. Any Lender wishing to have all or a portion of its Term Loans or Revolving Commitments of the existing Class subject to such Extension Request modified to constitute Extended Loans/ Commitments (an “Extending Lender”) shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the existing Class which it has elected to modify to constitute Extended Loans/ Commitments. In the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to Extension Elections exceeds the amount of Extended Loans/ Commitments requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be modified to constitute Extended Loans/ Commitments on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to such Extension Request is less than the amount of Extended Loans/ Commitments requested pursuant to such Revolving Extension Request. (d) Extended Loans/ Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement. Each Extension Amendment shall be executed by the Borrower, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/ Commitments established thereby). An Extension Amendment may, subject to SectionsSection 2.15(a) and (b), without the consent of any other Lenders, effect such 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 Term Loans so extended and such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with Borrower, to effect the establishment provisions of this Section 2.15 (including, without limitation, such new Tranches technical amendments as may be necessary or subtranchesadvisable, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and reasonable opinion of the Administrative Agent is hereby directed and the Borrower, to amend) any Mortgage that has a maturity date prior give effect to the then Latest Maturity Date so terms and provisions of any Extended Loans/ Commitments); provided that each Lender whose Loans or Commitments are affected by such maturity date is extended to the then Latest Maturity Date (or Extension Amendment shall have approved such later date as may be advised by local counsel to the Administrative Agent)Extension Amendment. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (MGM Growth Properties Operating Partnership LP)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) the Domestic Borrowers to all Term Lenders of any Class of Term Loans with a like Maturity Date and/or Revolving Commitments or (ii) any Foreign Borrower to all Incremental Lenders of any Class of Revolving Lenders with a like Maturity DateCommitments, in each case case, on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, subject to the provisions in this Section 2.25, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule and/or optional or mandatory prepayments 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) 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 (each, an “Extension”)) agreed to between the Lead Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment”, and each group of Loans or Commitmentsany Revolving Loan made pursuant to such Extended Revolving Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Lead 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 notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent). (b) The Lead Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender. No Lenders or at other than Extending Lenders shall be required to consent to any amendments made in connection with an Extension Amendment. Each Extension Amendment shall specify the time terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in optional and mandatory prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Lead Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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, optional and mandatory prepayments, and final maturity (which shall be determined by the Lead 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 thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term A Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 each case as specified Section 9.02. Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Lead Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) no Extension Offer if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have an Other 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 2.18), (i) each Class of Extended Term Loan or Extended Revolving Commitment is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount of $10,000,000, (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and ii) any Extending Lender may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Secured Obligations secured by a pari passu Lien on the Collateral), (v) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrowers) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Commitments. (e) Notwithstanding anything Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, (x) that the Lead Borrower shall cooperate with the Administrative 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 other adjustments and (y) such Pro Rata Extension Offer may be for less than the amount of the aggregate principal amount of the Loan or Commitments which are subject to such Pro Rata Extension Offer and to the contrary contained herein, no Lender shall extent there is oversubscription the Loans or Commitments which have elected to be required extended will be subject to accept an proration based on the aggregate principal amount of Loans or Commitments included in such Pro Rata Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Hill-Rom Holdings, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan Tranche”) be amended, converted or modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof and/or to extend the date of any amortization payment thereon (any such Term Loans which have been so amended, converted or modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the contrary in this Agreement, pursuant Term Loans of the Existing Term Loan Tranche from which they are to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) all Incremental Revolving (A) the Applicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional or reduced fees (including prepayment or termination premiums) may be payable to the Lenders with a like Maturity Dateproviding such Extended Term Loans in addition to or in lieu of any increased or decreased Applicable Margins contemplated by the preceding clause (A), in each case case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis, a less than pro rata basis or a greater than a pro rata basis in any optional prepayments or prepayment and on a pro rata or a less than pro rata basis (based on the aggregate outstanding principal amount but no greater than a pro rata basis) in any mandatory prepayments or prepayment of the respective Term Loans (hereunder or the aggregate amount of the Commitments with the same Maturity Date, as the case may begreater than pro rata basis in connection any permitted refinancing thereof) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as specified in the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Term Loan Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii)Request, (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any and the scheduled amortization applicable to the Extended Term Loans shall be no earlier than set forth in the then Latest Maturity Date for applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans so extended; (iv) under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the Weighted Average Life to Maturity of any such Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; of such Existing Term Loan Tranche (determined without giving effect to the impact of prepayments on amortization of such Existing Term Loans Tranche) and (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and Maintenance Covenant may be waived by Applicable modified in a manner acceptable to Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the latest Maturity Date applicable to any Covenant Facility in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.08 2.09(b) and 2.152.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or other applicable Law or otherwise after giving effect to the extension of any other Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche amended, converted or modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (cb) No consent of Borrower may, at any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents time request that are secured by all or a portion of the Collateral on Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be amended, converted or modified to constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so amended, converted or modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Revolving Commitments, Borrower shall provide a pari passu notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Revolving Loans may be higher or junior lien basis lower than the Applicable Margins for the Revolving Loans of such Existing Revolving Tranche and/or (B) additional or reduced fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased or decreased Applicable Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Percentage with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Percentage for the Revolving Commitments of such Existing Revolving Tranche, (iv) the Financial Maintenance Covenant may be modified in a manner acceptable to Borrower, Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest Maturity Date for any Covenant Facility in effect immediately prior to giving effect to such Extension Amendment and (v) the L/C Commitments of any L/C Lender that is providing such Extended Revolving Commitments may be extended and the L/C Sublimit may be increased, subject to clause (d) below (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Revolving Commitments shall be entitled to all other applicable Obligations under the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.09(b) and 2.10(b) applicable to existing Revolving Loans) and the other Loan Credit Documents; provided that, if such Extended Loans rank junior in right of and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security with any other Obligations, such Extended Loans will be subject to interests created by the terms of a Second Lien Intercreditor AgreementSecurity Documents. The Lenders hereby irrevocably authorize the Credit Parties shall take any actions reasonably required by Administrative Agent to enter into ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or other applicable Law or otherwise after giving effect to the extension of any Revolving Commitments, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to Administrative Agent. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche amended, converted or modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Tranche shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. (c) Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Tranche are requested to respond (or such shorter period as is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request amended, converted or modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected to amend, convert or modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be amended, converted or modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. Borrower shall have the right to withdraw any Extension Request upon written notice to Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request is less than the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Extension Request. (d) Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which shall be substantially in the form of Exhibit Q or Exhibit R to this Agreement, as applicable, or, in each case, such other form as is reasonably acceptable to Administrative Agent). Each Extension Amendment shall be executed by Borrower, Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby, (B) with respect to any extension of the Revolving Commitments that results in an extension of an L/C Lender’s obligations with respect to Letters of Credit, the consent of such L/C Lender and (C) with respect to any extension of the Revolving Commitments that results in an extension of the Swingline Lender’s obligations with respect to Swingline Loans, the Swingline Lender). An Extension Amendment may, subject to Sections 2.13(a) and (b), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents with the Borrower as may be necessary or advisable, in order the reasonable opinion of Administrative Agent and Borrower, to establish new effect the provisions of this Section 2.13 (including, without limitation, (A) amendments to Section 2.04(b)(ii) to permit reductions of Tranches or sub-tranches in respect of Term Loans so extended Revolving Commitments (and prepayments of the related Revolving Loans) without a concurrent reduction of such Tranche of Extended Revolving Commitments, (B) such other technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesBorrower, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 give effect to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (terms and provisions of any Extended Term Loans or such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if anyExtended Revolving Commitments, as may be established by, applicable) and (C) to specify whether any Tranche of Extended Term Loans is a Covenant Facility or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19a Non-Covenant Facility. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Boyd Gaming Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant subject to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders terms of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lenderthis Section 2.24, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans maturity date, and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer Total Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of such any Loans and/or Commitments Commitments, or any portion thereof (and related outstandings) (each, an the “Extension”), and each group of Loans or Commitments, as applicable) pursuant to a written offer (the “Extension Offer”) made by the Borrower to all the Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Lender. In connection with the Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders) of the requested Extension and new Extended Revolving Commitment Termination Date. In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is 15 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section 2.24(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Commitments so extended shall cease to be a part of the tranche of Commitments they were a part of immediately prior to the Extension and shall form a new tranche of Extended Commitments hereunder. (b) The Borrower shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.24(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.22; provided that each of such Replacement Lenders shall enter into an Assignment Agreement pursuant to which such Replacement Lender shall, effective as of a given Tranche as so extended, as well closing date selected by the Administrative Agent in consultation with the Borrower (which shall occur no later than 15 days following the Notice Date and shall occur on the same date as the original Loans and Commitments effectiveness of the original respective Tranche (in each case not so extendedExtension as to Lenders which have consented thereto pursuant to Section 2.24(a)), undertake the Commitment of such Non Extending Lender (and, if any such Replacement Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (for c) The Extension shall be subject to the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfiedfollowing: (i) no Default or Event of Default shall have occurred and be continuing at the time an any offering document in respect of the Extension Offer is delivered to the Lenders or and at the time of the Extension; (ii) except as to interest rates, utilization fees, amortization, unused fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Commitment of any Term Lender extended pursuant to any the Extension (the “Extended LoansCommitment), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Commitments (and related outstandings); provided that, subject to the provisions of Sections 2.2(a) and 2.3(i) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after the Initial Revolving Commitment Termination Date, all Lenders with Commitments and/or Extended Commitments shall participate in their Pro Rata Share of such Extension OfferSwing Line Loans and Letters of Credit (and except as provided in Sections 2.2(a) and 2.3(i), without giving effect to changes thereto on the Initial Revolving Commitment Termination Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made by the Borrower from and to Lenders in their respective Pro Rata Shares (except for (x) payments of interest and fees at different rates on Extended Commitments (and related outstandings) and (y) repayments required upon any Revolving Commitment Termination Date of any Commitments or Extended Commitments); (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Commitments offered to be extended by the Applicable Borrower pursuant to such the Extension Offer, then the applicable Loans, Commitments of the applicable Lenders, 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 the Extension Offer; (viiiv) all documentation in respect of such the Extension shall be consistent with the foregoing,, and all written communications by the Borrower generally directed to Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (viiiv) the Minimum Extension Condition shall be satisfied; and (vi) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by an authorized officer Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such the Extension and (y) the conditions set forth in Section 4.02 Sections 3.2(a)(iii) and (iv) shall be satisfied (with all references in such Section 4.02 Sections to any Borrowing Credit Extension being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer the chief financial officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (bd) With respect to all Extensions the Extension consummated by an Applicable the Borrower pursuant to this Section 2.192.24, (i) such Extensions the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and Section 2.12, 2.13, 2.15, 2.16 or 10.4, (ii) no the Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as shall contain a condition (a “Minimum Extension Condition”) to consummating any such the Extension that a minimum amount (to be determined and specified in at least 50% of the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an aggregate amount of less than $2,500,000 the Commitments in effect immediately prior to the Initial Revolving Commitment Termination Date (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount another amount is waived agreed to by the Administrative Agent. Subject to compliance with ) shall be in effect immediately following the terms Initial Revolving Commitment Termination Date, (iii) if the amount extended is less than the Letter of this Section 2.19Credit Sublimit, the Letter of Credit Sublimit shall be reduced upon the date that is five Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Letter of Credit Sublimit does not exceed the aggregate Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrower and the Guarantor Subsidiaries shall cash collateralize obligations under any issued Letters of Credit in an amount equal to 100% of the stated amount of such Letters of Credit, and (iv) if the amount extended is less than the Swing Line Sublimit, the Swing Line Sublimit shall be reduced upon the date that is five Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Swing Line Sublimit does not exceed the aggregate Commitments, which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrower shall prepay any outstanding Swing Line Loans. The Administrative Agent and the Lenders hereby consent to the Extensions Extension and the other transactions contemplated by this Section 2.19 2.24 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Loans 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 (includingincluding Section 2.12, without limitation2.13, Sections 2.08 and 2.15, 2.16 or 10.4) or any other Loan Credit Document that may otherwise prohibit any such the Extension or any other transaction contemplated by this Section 2.192.24, provided that such consent shall not be deemed to be an acceptance of the Extension Offer. (ce) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Credit Documents with the Borrower and the Guarantor Subsidiaries as may be necessary in order to establish new Tranches or sub-tranches in respect of Term Loans Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, tranches in each case on terms consistent with this Section 2.19 2.24. Notwithstanding the foregoing, the Administrative Agent shall have the right (each an “Extension Amendment”)but not the obligation) to seek the advice or concurrence of the Requisite Lenders with respect to any matter contemplated by this Section 2.24 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower and the Guarantor Subsidiaries in accordance with any instructions actually received by such Requisite Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower and Guarantor Subsidiaries 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 for any such advice or concurrence, all such amendments entered into with the Borrower and the Guarantor Subsidiaries by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the Extension, the respective Loan Credit Parties shall (at their expense) amend (and the Administrative Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Extended Revolving Commitment Termination Date so that such maturity date is extended to the then Latest Maturity Extended Revolving Commitment Termination Date (or such later date as may be advised by local counsel to the Administrative Agent). (d) . In connection with any the Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) days 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 reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.192.24. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

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

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Borrowers to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateFacility Commitments, in each case having a like Term Facility Maturity Date or Revolving Facility Maturity Date (as applicable) on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may beapplicable) and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”)) agreed to between the Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Borrowers and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Borrowers and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrowers’ consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) other parties hereto. If provided in any Incremental Assumption Agreement with respect to which any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Incremental Assumption Agreement, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to the terms of a Second Lien Intercreditor 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 no obligor in respect of any such Extended Term Loans so extended and such technical amendments as may or Extended Revolving Facility Commitments except (x) the borrowers shall be necessary or appropriate in the reasonable opinion comprised solely of the Administrative Agent and the Applicable Lux Borrower in connection (with the establishment of such new Tranches or subtranches, Co-Borrower a joint and several co-borrower as provided in each case on terms consistent with this Section 2.19 Agreement) and (each an “Extension Amendment”). Without limiting y) the foregoing, in connection with any Extensions guarantors shall constitute 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Guarantors hereunder. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Mallinckrodt PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the contrary in this Agreement, pursuant Term Loans of the Existing Term Loan Tranche from which they are to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margins contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Offer; Request, and (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiiv) the Extension shall not become effective unless, on final maturity date and the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver scheduled amortization applicable to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Term Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant applicable Extension OfferAmendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) and hereby waive in respect of the requirements Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the Weighted Average Life to Maturity of any provision such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Loans of such Existing Term Loan Tranche. Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.09(b) and 2.152.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any other Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Document that may otherwise prohibit Tranche modified to constitute Extended Term Loans pursuant to any such Term Loan Extension or Request. Any Extended Term Loans of any other transaction contemplated by this Section 2.19Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified. (b) [Reserved]. (c) No consent of any Lender Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the existing Tranche are requested to respond (or the such shorter period as is agreed to by Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of in its Loans of any Class and/or Other Refinancing Loans (or a portion thereofsole discretion). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans of the Collateral existing Tranche subject to such Extension Request modified to constitute Extended Term Loans shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the existing Tranche that it has elected to modify to constitute Extended Term Loans. In the event that the aggregate amount of Term Loans of the existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to such Extension Elections shall be modified to constitute Extended Term Loans on a pari passu or junior lien pro rata basis with all other applicable Obligations under based on the amount of Term Loans included in such Extension Elections. Borrower shall have the right to withdraw any Extension Request upon written notice to Administrative Agent in the event that the aggregate amount of Term Loans of the existing Tranche subject to such Extension Request is less than the amount of Extended Term Loans requested pursuant to such Extension Request. (d) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which shall be substantially in the form of Exhibit M to this Agreement or such other form as is reasonably acceptable to Administrative Agent). Each Extension Amendment shall be executed by Borrower, Administrative Agent, and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other Loan Documents; provided thatthan the Extending Lenders). An Extension Amendment may, if such Extended Loans rank junior in right subject to Sections 2.13(a), without the consent of security with any other ObligationsLenders, effect such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Credit Documents with the Borrower as may be necessary or advisable, in order the reasonable opinion of Administrative Agent and Borrower, to establish new Tranches or sub-tranches in respect effect the provisions of Term Loans so extended and this Section 2.13 (including, without limitation, such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesBorrower, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 give effect 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 Agentterms and provisions of any Extended Term Loans). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Wynn Resorts LTD)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) or all Incremental Revolving Credit Lenders with Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date maturity date for any such Loans and otherwise modify the terms of such Loans Term Loans, Incremental Term Loans, Revolving Credit Commitments and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.15, be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Letters of Credit and Swing Line Loans which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit and Swing Line Loans shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata share of the aggregate Revolving Credit Commitment (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit 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 Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than two different Maturity Dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iiiiv), (ivv) and (vvi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche tranche of Term Loans subject to such Extension Offer; (iiiiv) the final maturity date for any Extended Term Loans shall be no earlier than the then Latest latest Maturity Date hereunder and the amortization schedule applicable to such Extended Term Loans pursuant to Section 2.07(a) for periods prior to the Tranche of Loans so extendedapplicable Maturity Date may not be increased; (ivv) the Weighted Average Life weighted average life to Maturity maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Term Loans extended thereby; (vvi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vivii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansTerm Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing,; (viiiix) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension extension and (y) the conditions set forth in Section 4.02 shall be satisfied or waived (with all references in such Section 4.02 to any Borrowing credit event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer financial officer of Irish Holdco and the Applicable Borrower(s)Borrower; (ixx) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by the Applicable Borrower; and (xxi) the Minimum Tranche Amount (as defined below) shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.15, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ Borrower’s sole discretion and may be waived by Applicable Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche tranche of Extended Loans shall be in an amount of less than $2,500,000 10,000,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.192.15, the Administrative Agent Agent, the L/C Issuer and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.05(a)(ii), 2.05(b)(v), 2.05(b)(vii), 2.13, 8.03 and 2.1510.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.15. (c) No Notwithstanding anything to the contrary set forth herein, no consent of any Lender Lender, the L/C Issuer or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans of any Class and/or Other Refinancing Loans Revolving Credit Commitments (or a portion thereof); provided that the consent of the L/C Issuer shall be required to effect an Extension of Revolving Credit Commitments. All Extended Loans Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)2.15. 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 latest Maturity Date so that such maturity date is extended to the then Latest 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) days 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 2.192.15. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Salem Communications Corp /De/)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Parent to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Parent is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandingsand/or modifying the amortization schedule in respect of such Lender’s Loans) (eachit being understood that no Lender shall be obligated to participate in any Extension (as defined below) unless it shall have consented thereto). 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 (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 Parent and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Parent proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Parent and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Parent and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended, except for any terms which shall not apply until after the then-Latest Maturity Date, or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 extended thereby; 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 Parent and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended, except for any terms which shall not apply until after the then-Latest Maturity Date, or (y) 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, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Parent’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of each and Issuing Bank, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (v) no Issuing Bank shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vi) there shall be subject to no borrower (other than a Borrower) and no guarantors (other than the terms of a Second Lien Intercreditor 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided that the Parent shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Jazz Pharmaceuticals PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv) and (v)) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; to which such offer relates and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiw) the Extension shall not become effective unless, on same terms as the proposed effective date existing Class of the ExtensionRevolving Credit Commitments from which they are extended, (x) the Applicable Borrower have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated (in consultation with the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension other Revolving Lenders) and (y) require the conditions set forth consent of each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned), to the extent the Extension Amendment provides for participations in Letters of Credit expiring on or after the scheduled Revolving Facility Maturity Date in respect of the existing Revolving Loans or existing Revolving Credit Commitments to be reallocated to Revolving Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such Extension Amendment. 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 Credit Commitments evidenced thereby as provided for in Section 4.02 shall 9.02. Any such deemed amendment may be satisfied memorialized in writing by the Administrative Agent with the Borrower’s consent (with all references in such Section 4.02 to any Borrowing being deemed not to be references unreasonably withheld) and furnished to the other parties hereto. In connection with any Extension on the applicable date of the Extension) and Amendment, the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed customary legal opinions or other certificates reasonably requested by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) it in connection with any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentsuch transaction. (bc) With respect 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 Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. (d) Notwithstanding anything to all Extensions consummated by an Applicable Borrower pursuant 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 Credit Commitments will not be included in the calculation of the aggregate amount of all Incremental Commitments pursuant to clause (a) of Section 2.17 to the extent such Extensions shall Loans and Commitments in connection with such Extension Amendment were not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and incurred thereunder, (ii) no Extension Offer Extended Term Loan or Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other Obligations, such Extended Loans will Obligations of the Class being extended and (vi) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.19 shall be required supersede any provisions in Section 2.15 or Section 9.02 to accept an Extension Offerthe contrary.

Appears in 1 contract

Sources: Credit Agreement (Roku, Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Company to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Company is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit 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 (each, an “Extension”)) agreed to between the Company and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment”, and each group of Loans or Commitmentsany Revolving Loan made pursuant to such Extended Revolving Credit Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Company proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Credit Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Company and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Company and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Company and set forth in the Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have (x) the same terms as the existing Class of Revolving Credit Commitments from which they are extended thereby; 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 or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Credit Commitments evidenced thereby as provided for in each case as specified Section 10.02. Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Company’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Credit Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Credit Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Credit Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Credit Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Credit Commitment, such Extending Lender will be deemed to have an Other Revolving Credit Commitment having the terms of such Extended Revolving Credit Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.18), (i) the aggregate amount of Extended Term Loans and Extended Revolving Credit Commitments will not be included in the calculation of clause (a) of the definition of Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Credit Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Secured Obligations secured by Other First Liens), (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Credit Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrowers) and no guarantors (other than 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 Subsidiary Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Credit Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Company shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Schulman a Inc)

Extensions of Loans and Commitments. (a) a. Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit Commitments of such Revolving 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 (each, an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit 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 Credit Commitment shall become effective (the “Extension Election”), which shall be a date not earlier than five (5) Business Days after the date on which notice 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 Loans or Commitments, as applicable, in each case of a given Tranche 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 original Administrative Agent shall reasonably specify to evidence the Extended Term Loans and and/or Extended Revolving Credit Commitments of such Extending Lender. Each Extension Amendment shall specify the original respective Tranche (in each case not so extended)terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided, shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: that (i) no Default or Event of Default shall have occurred and be continuing at the time an the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or at the time in all respects if qualified by materiality) as of the Extension; date of effectiveness of the Extension Amendment, (iiiii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (iv) and (v)) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiiv) other than with respect to Permitted Inside Maturity Debt, the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (ivv) other than with respect to Permitted Inside Maturity Debt, 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 extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; to which such offer relates and (vi) if except as to interest rates, fees, any other pricing terms and final maturity (which shall be determined by the aggregate principal amount of applicable Loans (calculated on Borrower and set forth in the face amount thereof) in respect of which applicable Lenders Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower same terms as the existing Class of Revolving Credit Commitments from which they are extended or (y) have such other terms as shall deliver to the Administrative Agent one or more legal opinions be reasonably satisfactory to the Administrative Agent. Each Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.20. 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 Credit Commitments evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed) and a certificate furnished to the other parties hereto. c. Upon the effectiveness of an authorized officer of each Loan Party dated any such Extension, the applicable date of Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. d. Notwithstanding anything to the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions contrary set forth in Section 4.02 shall be satisfied this Agreement or any other Loan Document (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to including without limitation this Section 2.192.20), (i) such Extensions shall not constitute voluntary no Extended Term Loan or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer Extended Revolving Credit Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Credit Commitment), (or a portion thereof). All iii) all Extended Loans Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with all other Obligations of the Class being extended and (iv) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of any other Obligations, such Extended Term Loans will or Extended Revolving Credit Commitments. e. Each Extension shall be subject consummated pursuant to procedures set forth in the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order making any Pro Rata Extension Offer to establish new Tranches or sub-tranches in reasonable procedures with respect of Term Loans so extended and to mechanical provisions relating to such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereofincluding, without limitation, timing, rounding 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 2.19. (e) other adjustments. Notwithstanding anything to the contrary contained hereincontrary, no Lender this Section 2.20 shall be required supersede any provisions in Section 2.16 or Section 9.02 to accept an Extension Offerthe contrary.

Appears in 1 contract

Sources: Credit Agreement (Maxlinear, Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the contrary in this Agreement, pursuant Administrative Agent (who shall provide a copy of such notice to one or more offers each of the Lenders of the applicable Existing Term Loan Class) (each, an a Term Loan Extension OfferRequest”) made setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Class from time which they are to time by the Applicable Borrower to be modified except (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant scheduled final maturity date shall be extended to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and date set forth in the relevant applicable Extension OfferAmendment, (ii) (A) the yield with respect to such Extended Term Loans may be higher or lower than the yield for the Term Loans of such Existing Term Loan Class and/or (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the Loans of any Term Lender extended pursuant to any extent provided in the applicable Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; Amendment, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory repayments prepayments or prepayments hereunder, prepayment of Term Loans hereunder in each case as specified in the respective Extension Offer; Amendment, (viiv) if the aggregate amortization schedule set forth in Section 2.06 or the applicable Incremental Joinder Agreement or Refinancing Amendment applicable to such Existing Term Loan Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amount of applicable Loans (calculated on the face amount thereofamounts payable pursuant thereto) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then Extended Term Loans set forth in the applicable LoansExtension Amendment; provided, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the applicable 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; (vii) all documentation in respect Term Loans of such Extension shall be consistent with the foregoing, Existing Term Loan Class and (viiiv) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions covenant set forth in Section 4.02 shall 8.11 may be satisfied (with all references modified in such Section 4.02 to any Borrowing being deemed to be references a manner acceptable to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Term Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Term Loans shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, Sections 2.08 the provisions set forth in Section 2.04(a) and 2.152.04(b) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (civ) No consent of any Lender or the Administrative Agent shall be required applicable to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement Term Loans) and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Collateral Documents. The Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class from which they were modified. (b) The Borrower may, at any time, request that are secured by all or a portion of the Collateral on Revolving Commitments of any Class (an “Existing Revolving Class” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Class of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Revolving Commitments, the Borrower shall provide a pari passu notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Class) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Class from which they are to be modified except (i) the scheduled termination date of such Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the yield with respect to such Extended Revolving Loans may be higher or junior lien basis lower than the yield for the Revolving Loans of such Existing Revolving Class and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased yield contemplated by the preceding clause (A); in each case, to the extent provided in the applicable Extension Amendment, (iii) the Revolving Commitment Fee with respect to such Extended Revolving Commitments may be higher or lower than the Revolving Commitment Fee for the Revolving Commitments of such Existing Revolving Class and (iv) the financial covenant set forth in Section 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all other applicable Obligations under the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.04(a) and 2.04(b) (iv) applicable to Existing Revolving Loans) and the other Loan Documents; provided that, if such Extended Loans rank junior in right of and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and security with any other Obligations, such Extended Loans will be subject to interests created by the terms of a Second Lien Intercreditor AgreementCollateral Documents. The Lenders hereby irrevocably authorize Loan Parties shall take any actions reasonably requested by the Administrative Agent to enter into ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Class, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Class. In addition, if so provided in the relevant Extension Amendment and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the latest Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Class to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment; provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) Borrower shall provide the applicable Extension Request at least five Business Days prior to the date on which Lenders under the existing Class are requested to respond. Any Lender wishing to have all or a portion of its Term Loans or Revolving Commitments of the existing Class subject to such Extension Request modified to constitute Extended Loans/Commitments (an “Extending Lender”) shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the existing Class which it has elected to modify to constitute Extended Loans/Commitments. In the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shall be modified to constitute Extended Loans/Commitments on a pro rata basis based on the amount of Term Loans or Revolving Commitments included in such Extension Elections. The Borrower shall have the right to withdraw any Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the existing Class subject to such Extension Request is less than the amount of Extended Loans/Commitments requested pursuant to such Extension Request. (d) Extended Loans/Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement. Each Extension Amendment shall be executed by the Borrower, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby). An Extension Amendment may, subject to Sections 2.15(a) and (b); without the consent of any other Lenders, effect such 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 Term Loans so extended and such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with Borrower, to effect the establishment provisions of this Section 2.15 (including, without limitation, such new Tranches technical amendments as may be necessary or subtranchesadvisable, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and reasonable opinion of the Administrative Agent is hereby directed and the Borrower, to amend) any Mortgage that has a maturity date prior give effect to the then Latest Maturity Date so terms and provisions of any Extended Loans/Commitments); provided that each Lender whose Loans or Commitments are affected by such maturity date is extended to the then Latest Maturity Date (or Extension Amendment shall have approved such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extension Amendment. (e) Notwithstanding anything This Section shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 1 contract

Sources: Credit Agreement (Vici Properties Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) any or all Lenders holding Term Lenders of B-1 Loans or Term B-2 Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such LenderStated Maturity, the Applicable Borrower may from time to time offer to extend the Maturity Date for any maturity date of such Term Loans and otherwise modify the terms of such Term Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Commitments (and related outstandings), in each case, without the consent of any other Lenders) (each, an “Extension”), and each group of Term Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders or at the time of the Extension; relevant Lenders, (ii) except as to interest rates, fees, amortization, fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Term Loans of any Lender (an “Extending Term Lender Lender”) extended pursuant to any an Extension (an “Extended LoansTerm Loan”) shall have be a Term Loan with the same terms as the Tranche of original Term Loans; provided that at no time shall there be Term B-1 Loans subject to such Extension Offer; or Term B-2 Loans hereunder (including Extended Term Loans and any original Term Loans) which in either case have more than three different Stated Maturities, (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, Term Loans of the applicable Lenders, 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; , (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) , and all written communications by the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver generally directed to the Administrative Agent one or more legal opinions Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent Agent, and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agentsatisfied. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.13 or 2.14 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable the Borrower’s discretion) of Term Loans of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.27(b) (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Term Loans 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, Sections 2.08 2.13, 2.14, 2.17 and 2.159.7(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.27. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranchessub-tranches, in each case on terms consistent with this Section 2.19 2.27. Notwithstanding the foregoing, the Administrative Agent shall have the right (each an “Extension Amendment”)but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.27(c) and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower 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 Borrower 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 for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest latest Stated Maturity Date so that such maturity date is extended to the then Latest latest Stated Maturity Date (or such later date as may be advised by local counsel to the Administrative Collateral Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten five (105) days 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 2.192.27. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent[Reserved]. (b) With respect The Borrowers may, at any time request that all or a portion of the Revolving Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to all Extensions consummated by an Applicable Borrower pursuant constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.192.15. In order to establish any Extended Revolving 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 Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) such Extensions the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and be extended to the date set forth in the applicable Extension Amendment, (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) yield with respect to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and Extended Revolving Loans may be waived by Applicable Borrower) of higher or lower than the yield for the Revolving Loans of any or all applicable Tranches and Classes be tendered and such Existing Revolving Tranche and/or (B) no Tranche additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of Extended Loans shall be in an amount of less than $2,500,000 any increased yield contemplated by the preceding clause (the “Minimum Tranche Amount”A), unless in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Rate with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Rate for the Revolving Commitments of such Minimum Existing Revolving Tranche Amount is waived by and (iv) the Administrative Agent. Subject financial covenants set forth in Section 8.12 may be modified in a manner acceptable to compliance with the terms of this Section 2.19Borrowers, the Administrative Agent and the Lenders hereby consent party to the Extensions applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date of the applicable Existing Revolving Tranche in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of waives any interest, fees or premium in respect of any Extended Loans on such terms as may be inconsistent provisions set forth in Section 2.12 or Section 11.08). Each Lender holding Extended Revolving Commitments shall be entitled to all the relevant Extension Offer) and hereby waive the requirements of any provision of benefits afforded by this Agreement (including, without limitation, the provisions set forth in Sections 2.08 2.04(a) and 2.152.04(b)(ii) or any applicable to Existing Revolving Loans) and the other Loan Document Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and, from and after the date of occurrence of a Collateral Trigger Event, the Pledge Agreement. Following the Collateral Event Trigger Date, subject to Section 6.09, from and after the Collateral Event Trigger Date the Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that may the Liens and security interests granted by the Pledge Agreement continue to secure all Obligations and continue to be perfected under the UCC or otherwise prohibit after giving effect to the extension of any Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any Extension Series shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to be allocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. In addition, if so provided in the relevant Extension Amendment and with the consent of the applicable L/C Issuer, participations in Letters of Credit expiring on or after the Final Maturity Date for any Revolving Loans then in effect shall be re-allocated from Lenders of the Existing Revolving Tranche to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension or any other transaction contemplated Amendment; provided that such participation interests shall, upon receipt thereof by this Section 2.19the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (c) No consent of any The Borrowers shall provide the Revolving Extension Request at least five Business Days prior to the date on which Lenders under the existing Tranche are requested to respond. Any Lender or the Administrative Agent shall be required wishing to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by have all or a portion of its Revolving Commitments and Revolving Loans of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be existing Tranche subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize such Revolving Extension Request modified to constitute Extended Revolving Loans/Extended Revolving Commitments (an “Extending Lender”) shall notify the Administrative Agent (a “Revolving Extension Election”) on or prior to enter into the date specified in such Revolving Extension Request of the amount of its Revolving Commitments and Revolving Loans of the existing Tranche which it has elected to modify to constitute Extended Revolving Loans/Extended Revolving Commitments. In the event that the aggregate amount of Revolving Commitments and Revolving Loans of the existing Tranche subject to Revolving Extension Elections exceeds the amount of Extended Revolving Loans/Extended Revolving Commitments requested pursuant to the Revolving Extension Request, Revolving Commitments and Revolving Loans subject to such Revolving Extension Elections shall be modified to constitute Extended Revolving Loans/Extended Revolving Commitments on a pro rata basis based on the amount of Revolving Commitments and Revolving Loans included in such Revolving Extension Elections. The Borrowers shall have the right to withdraw any Revolving Extension Request upon written notice to the Administrative Agent in the event that the aggregate amount of Revolving Commitments of the existing Tranche subject to such Revolving Extension Request is less than the amount of Extended Revolving Loans/Extended Revolving Commitments requested pursuant to such Revolving Extension Request. (d) Extended Revolving Loans/Extended Revolving Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement. Each Extension Amendment shall be executed by the Borrowers, the Administrative Agent and the Extending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Revolving Loans/Extended Revolving Commitments established thereby). An Extension Amendment may, subject to Section 2.15(b), without the consent of any other Lenders, effect such 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 Term Loans so extended and such technical amendments as may be necessary or appropriate advisable, in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with Borrowers, to effect the establishment provisions of this Section 2.15 (including, without limitation, such new Tranches technical amendments as may be necessary or subtranchesadvisable, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and reasonable opinion of the Administrative Agent is hereby directed and the Borrowers, to amend) any Mortgage that has a maturity date prior give effect to the then Latest Maturity Date so terms and provisions of any Extended Revolving Loans/Extended Revolving Commitments); provided that each Lender whose Loans or Commitments are affected by such maturity date is extended to the then Latest Maturity Date (or Extension Amendment shall have approved such later date as may be advised by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extension Amendment. (e) Notwithstanding anything This Section shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offercontrary.

Appears in 1 contract

Sources: Credit Agreement (MGM Resorts International)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such ▇▇▇▇▇▇’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including by increasing changing) the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans. 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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing (x) an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or (y) an Other Revolving Commitment for such Lender if such Lender is extending an existing Revolving Commitment (such extended Revolving Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Commitment,” and be continuing at the time 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 applicable 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 notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to extend the maturity date of such ▇▇▇▇▇▇’s Loans or Commitments pursuant to this Section 2.22 and any election to do so shall be in the sole discretion of such Lender. (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses clause (iii), (iv) and (v)of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, (ii) [reserved], (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the 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 thereby; or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, except for any terms which shall not apply until after the then-Latest Maturity Date, and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or the Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or the Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or basis, 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; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) solely with respect to which Indebtedness being extended that participates on a greater than pro rata basis as compared to any other Class of Term Loans, a greater than pro rata basis (but only to the same extent that such Lenders have accepted such Class of Term Loans being extended participates on a greater than pro rata basis as compared to any other Class of Term Loans) than the Term Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Extension Offer; (vii) all documentation in respect of such Extension Amendment, this Agreement shall be consistent with amended to the foregoing, extent (viiibut only to the extent) necessary to reflect the Extension shall not become effective unless, on the proposed effective date existence and terms of the Extension, (x) the Applicable Borrower shall deliver to Extended Term Loans and/or Extended Revolving Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent one or more legal opinions reasonably satisfactory with the Borrower’s consent (not to be unreasonably withheld) and furnished to the Administrative Agent other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Commitments, and a certificate of an authorized officer of each Loan Party dated with the applicable date consent of the Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension and executed by an authorized officer Amendment, including upon effectiveness of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving Extended Revolving Commitment or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references upon or prior to the Extension on the applicable maturity date for any Class of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Commitment, such Extending Lender will be deemed to have an Other 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 this Section 2.22), (i) the incurrence of Extended Term Loans and Extended Revolving Commitments will not reduce the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with all other Obligations of the Class being extended (and all other Obligations secured by Other First Liens or Junior Liens, as applicable), (vi) neither the Swingline Lender nor any other Obligations, Issuing Bank shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Commitments unless it shall have consented thereto and (vii) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Commitments. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

Appears in 1 contract

Sources: Credit Agreement (Enhabit, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrowers may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings) (the “Extension”) pursuant to one or more offers a written offer (each, an the “Extension Offer”) made from time to time by the Applicable Borrower Company to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateLenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may beand unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, the Applicable Borrower may from time Company will provide notification to time offer the Administrative Agent (for distribution to extend the Maturity Lenders). In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is 30 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date for shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section 2.16(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder. (b) The Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided, that, each of such Replacement Lenders shall enter into an Assignment and Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Administrative Agent in consultation with the Company (which shall occur no later than 30 days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Loans and otherwise modify the terms of Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such Loans and/or Commitments pursuant Lender’s Revolving Loan Commitment hereunder on such date). (c) The Extension shall be subject to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: following: (i) no Default or Event of Default shall have occurred and be continuing at the time an any offering document in respect of the Extension Offer is delivered to the Lenders or and at the time of the Extension; ; (ii) except as to interest rates, utilization fees, amortization, unused fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Revolving Loan Commitment of any Term Lender extended pursuant to any the Extension (the “Extended LoansRevolving Loan Commitment), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Revolving Loan Commitments (and related outstandings); provided, that, subject to such Extension Offer; (iiithe provisions of Sections 3.07 and 2.01(f) to the final maturity date for any Extended extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Revolving Commitment Termination Date, all Swingline Loans and Letters of Credit shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07 and 2.01(f), without giving effect to changes thereto on the Initial Revolving Commitment Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater than a pro rata basisexcept for (x) in payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any voluntary Revolving Commitment Termination Date of any tranche of Revolving Loan Commitments or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; Extended Revolving Loan Commitments); (viiii) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Revolving Loan Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Revolving Loan Commitments offered to be extended by the Applicable Borrower Company pursuant to such the Extension Offer, then the applicable Loans, Revolving Loan Commitments of the applicable Lenders, 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 the Extension Offer; ; (viiiv) all documentation in respect of such the Extension shall be consistent with the foregoing, , and all written communications by the Borrowers generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (viiiv) the Minimum Extension Condition shall be satisfied; and (vi) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower Company shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by an authorized officer Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 7 shall be satisfied (with all references in such Section 4.02 to any Borrowing Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial an Authorized Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentCompany. (bd) With respect to all Extensions the Extension consummated by an Applicable Borrower the Borrowers pursuant to this Section 2.192.16, (i) such Extensions the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and 5.01, 5.02, 5.03, 13.02 or 13.06, (ii) no the Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as shall contain a condition (a “Minimum Extension Condition”) to consummating any such the Extension that a minimum amount (to be determined and specified in at least 35% of the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an aggregate amount of less than $2,500,000 the Revolving Loan Commitments in effect immediately prior to the Initial Revolving Commitment Termination Date (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount another amount is waived agreed to by the Administrative Agent. Subject to compliance with ) shall be in effect immediately following the terms Initial Revolving Commitment Termination Date, (iii) if the amount extended is less than the Maximum Letter of this Section 2.19Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrowers shall cash collateralize obligations under any issued Letters of Credit in an amount equal to 105% of the Stated Amount of such Letters of Credit, and (iv) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to the Extensions Extension and the other transactions contemplated by this Section 2.19 2.16 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Loans Revolving Loan 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 (includingincluding Sections 5.01, without limitation5.02, Sections 2.08 and 2.155.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit any such the Extension or any other transaction contemplated by this Section 2.192.16; provided, that, such consent shall not be deemed to be an acceptance of the Extension Offer. (ce) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Credit Documents with the Borrower Credit Parties as may be necessary in order to establish new Tranches or sub-tranches in respect of Term Loans Revolving Loan Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchestranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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)2.16. (df) In connection with any the Extension, the Applicable Borrower Company shall provide the Administrative Agent at least ten (10) days 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 reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.192.16. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Abl Credit Agreement (CVR Refining, LP)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental or Revolving Lenders Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or the aggregate amount of the Revolving Credit Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date maturity date for any such Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”), and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche Revolving Credit Commitments (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“Class”; and any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Letters of Credit and Swing Line Loans which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit and Swing Line Loans shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit 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 Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iiiiv), (ivv) and (vvi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche Class of Term Loans subject to such Extension Offer; (iiiiv) the final maturity date for any Extended Term Loans shall be no earlier than the then Latest Maturity Date for Term Loans hereunder and the Tranche of amortization schedule applicable to Term Loans so extendedpursuant to Section 2.07(b) for periods prior to the applicable Maturity Date may not be increased; (ivv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (vvi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vivii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansTerm Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of the applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing,, and (viiiix) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing credit event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer financial officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent2.05. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.05 and 2.152.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.16. Notwithstanding anything to the contrary contained herein, no Lender shall be obligated to provide any Extended Term Loans or Extended Revolving Credit Commitments, unless it so agrees in writing. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Classes in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchesClasses, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)2.16 and without the consent of any other party. 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 Applicable Borrower shall provide the Administrative Agent at least ten twenty one (1021) 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 2.192.16. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Res Care Inc /Ky/)

Extensions of Loans and Commitments. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Applicable applicable Borrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Dateunder any Class that is proposed to be extended under this Section 2.27, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans or the aggregate amount and Commitments of the Commitments with the same Maturity Date, as the case may beeach Lender in such Class) and on the same terms to each such Lender, such Borrower may, pursuant to the Applicable Borrower may from time to time offer provisions of this Section 2.27, agree with one or more Lenders holding Loans and Commitments of such Class to extend the Maturity Date for any such Loans maturity date for, and to otherwise modify consistent with this Section 2.27 the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of of, such Loans and/or Commitments (and related outstandings) (eacheach such modification, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 each Extension, the Applicable applicable Borrower shall will provide the Administrative Agent (for distribution to the Lenders of the applicable Class) at least ten (10) 10 days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereofof such Extension, including the applicable Class or Classes to be extended and the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to any Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the applicable Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent, in each case acting reasonably Agent to accomplish the purposes of this Section 2.192.27. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Grifols SA)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) any or all Term Lenders of Term Loans holding Revolving Commitments with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such LenderStated Maturity, the Applicable Borrower may from time to time offer to extend the Maturity Date for maturity date of any such Loans Revolving Commitments and otherwise modify the terms of such Loans and/or Revolving Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or Revolving Commitments (and related outstandings), in each case, without the consent of any other Lenders) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as Revolving Commitments so extended, as well as the original Loans and Revolving Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Loans Revolving Commitments shall constitute a separate Class tranche of Loans Revolving Commitments from the Class tranche of Loans Revolving Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders or at the time of the Extension; Lenders, (ii) except as to interest rates, fees, amortization, fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Revolving Commitment of any Term Lender (an “Extending Revolving Lender”) extended pursuant to any an Extension (an “Extended LoansRevolving Commitment), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Revolving Commitments (and related outstandings); provided that (x) subject to such Extension Offer; (iiithe provisions of Sections 2.4(f) and 2.5(b) to the final maturity date for any extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.4(f) and 2.5(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and, all borrowings under Revolving Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunderthree different Stated Maturities, in each case as specified in the respective Extension Offer; (viiii) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Revolving Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Revolving Commitments offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, Revolving Commitments of the applicable Lenders, 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; , (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) , and all written communications by the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver generally directed to the Administrative Agent one or more legal opinions Lenders in connection -57- therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent Agent, and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by satisfied. For the Applicable Borrower; and (x) the Minimum Tranche Amount avoidance of doubt, no Lender shall be satisfied unless waived by the Administrative Agentrequired to participate in any Extension. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.27, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.13, 2.14 or 2.22(c) and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; , provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable the Borrower’s discretion) of Loans Revolving Commitments of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.27(b) (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Loans Revolving 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, Sections 2.08 2.13, 2.14, 2.17, 2.22(c) and 2.159.7(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.27; provided that neither any Fronting Bank nor the Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Extension without its written consent. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 tranches or sub-tranches in respect of Term Loans Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranchessub-tranches, in each case on terms consistent with this Section 2.19 2.27. Notwithstanding the foregoing, the Administrative Agent shall have the right (each an “Extension Amendment”)but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.27(c) and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower 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 Borrower 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 for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative 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 Administrative Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest latest Stated Maturity Date so that such maturity date is extended to the then Latest latest Stated Maturity Date (or such later date as may be advised by local counsel to the Administrative Collateral Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) days 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, 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 2.192.27. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) Notwithstanding The Company may at any time and from time to time request that all or a portion of the Tranche A Revolving Commitments (including any previously extended Tranche A Revolving Commitments), existing at the time of such request (each, an "Existing Revolving Commitment" and any related Tranche A Revolving Loans, "Existing Revolving Loans"; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an "Existing Revolving 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 Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, "Extended Revolving Commitments" and any related Revolving Loans, "Extended Revolving Loans") and to provide for other terms consistent with this Section 2.19. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Tranche A Revolving Lenders with such request offered equally to all Tranche A Revolving Lenders) (aan "Extension Request") setting forth the proposed terms of the Extended Revolving Commitments to be established thereunder, which terms shall be similar to those applicable to the Existing Revolving Commitments (such Tranche, the "Specified Existing Revolving Commitment Class"), except that (w) all or any of the final maturity and/or termination dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity and/or termination dates of the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments of the Specified Existing Revolving Commitment Class, and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(1) the Unused Line Fee Rate applicable to Tranche A Revolving Commitments with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments, and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this AgreementSection 2.19 or otherwise, pursuant to one or more offers (each, an “Extension Offer”I) made from time to time by the Applicable Borrower to borrowing and repayment (i) all Term Lenders of Term Loans other than in connection with a like Maturity Date and/or (iipermanent repayment and termination of commitments) all Incremental of the Extended Revolving Lenders with a like Maturity DateLoans under any Extended Revolving Commitments, in each case shall be made on a pro rata basis (based on the aggregate outstanding principal amount with any borrowings and repayments of the respective Existing Revolving Loans or the aggregate amount of the Commitments with the same Maturity DateSpecified Existing Revolving Commitment Class, as applicable (the case mechanics for which may be) be implemented through the applicable Extension Amendment and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant include technical changes related to the terms borrowing and repayment procedures of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and A Revolving Commitments of the original respective Tranche Specified Existing Revolving Commitments Class) and (II) subject to the applicable limitations set forth in each case not so extendedSection 2.07, permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in the related Extended Revolving Commitments), shall (for be permitted as may be agreed between the avoidance Company and the Lenders thereof. No Lender shall have any obligation to agree to have any of doubt) be part its Revolving Loans or Revolving Commitments of a single Tranche; and any Existing Revolving Class converted or exchanged into Extended Revolving Loans or Extended Revolving Commitments. Any series of Extended Revolving Commitments shall constitute a separate Class of Loans Revolving Commitments from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time Existing Revolving Commitments of the Extension; Specified Existing Revolving Commitment Class and from any other Extended Revolving Commitments (ii) except as to interest rates, fees, amortization, final maturity together with any other Extended Revolving Commitments so established on such date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower Company shall provide the applicable Extension Request to the Administrative Agent at least ten five (105) days Business Days (or such shorter period as may be agreed by the Administrative AgentAgent may determine in its reasonable discretion) prior written notice thereofto the date on which the Tranche A Revolving Lenders are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably reasonably, to accomplish the purposes purpose of this Section 2.192. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (SunOpta Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.19(c) (which provisions shall not be applicable to this Section 2.24), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower Borrowers to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateFacility Commitments, in each case having a like Term Facility Maturity Date or Revolving Facility Maturity Date (as applicable) on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may beapplicable) and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”)) agreed to between the Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”, and each group of Loans or Commitmentsany Revolving Facility Loan made pursuant to such Extended Revolving Facility Commitment, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extendedan “Extended Revolving Loan”), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an . Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made or the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower Borrowers and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have (x) the same terms as the Tranche existing Class of Term Loans subject from which they are extended or (y) such other terms as shall be reasonably satisfactory to such Extension Offer; the Administrative Agent, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest latest Term Facility Maturity Date for in effect on the Tranche date of Loans so extended; incurrence, (iviii) 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 Borrowers and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; 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 L/C Issuer, such terms as shall be reasonably satisfactory to such L/C Issuer, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Initial Term Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrowers’ consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) other parties hereto. If provided in any Incremental Assumption Agreement with respect to which any Extended Revolving Facility Commitments, and with the consent of each L/C Issuer, participations in Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Incremental Assumption Agreement, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.24), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aiii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by other first priority Liens), (vi) no L/C Issuer shall be obligated to issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be subject to the terms of a Second Lien Intercreditor 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 no obligor in respect of any such Extended Term Loans so extended and such technical amendments as may or Extended Revolving Facility Commitments except (x) the borrowers shall be necessary or appropriate in the reasonable opinion comprised solely of the Administrative Agent and the Applicable Dutch Borrower in connection (with the establishment of such new Tranches or subtranches, Co-Borrower a joint and several co-borrower as provided in each case on terms consistent with this Section 2.19 Agreement) and (each an “Extension Amendment”). Without limiting y) the foregoing, in connection with any Extensions guarantors shall constitute 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Guarantors hereunder. (e) Notwithstanding anything to the contrary contained herein, no Lender Each Extension shall be required consummated pursuant to accept an procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative 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 other adjustments.

Appears in 1 contract

Sources: First Lien Credit Agreement (Amaya Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower BorrowersBorrower to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental or Revolving Lenders Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or the aggregate amount of the Revolving Credit Commitments with the same a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may Borrowers areBorrower is hereby permitted to consummate from time to time offer transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date for any of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”), ,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term Loans and Commitments of the original respective Tranche Revolving Credit Commitments (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term Loans (as defined below) shall constitute a separate Class tranche of Term Loans from the Class tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: : (i) no Default or Event of Default shall have NYDOCS01/1760806.13 occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness of any Extended Loans, (ii) except as to interest rates, fees and final maturity (which shall be determined by the BorrowersBorrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or at related outstandings, as the time case may be) with the same terms as the original Revolving Credit Commitments and related outstandings (except for covenants or other provisions contained therein applicable to periods only after the Latest Maturity Date); provided that subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata portion of the Extension; Revolving Credit Commitments (iiand except as provided in Sections 2.03(l) and 2.04(g), 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 Revolving Credit 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 Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iiiiv), (ivv), (vi) and (vvii), be determined by the Borrower BorrowersBorrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Term Lender Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Tranche tranche of Term Loans subject to such Extension Offer; Offer (iii) the final maturity date except for any Extended Loans shall be no earlier than covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date Date), (iv) the amortization schedule applicable to any Extended Term Loans pursuant to Section 2.07 for the Tranche of Loans so extended; periods prior to the original Loan Maturity Date may not be increased, (ivv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; , (vvi) any Extended Loans Term loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective applicable Extension Offer; , (vivii) if the aggregate principal amount of applicable Term Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansTerm Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Applicable Borrower BorrowersBorrower pursuant to such Extension Offer, then the applicable Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the applicable Lenderscase may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; , (vii) all documentation in respect of such NYDOCS01/1760806.13 Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent foregoing and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentBorrowersBorrower. (b) With respect to all Extensions consummated by an Applicable Borrower the BorrowersBorrower pursuant to this Section 2.192.18, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 Section 2.05 and (ii) no each Extension Offer is required to be in any a minimum amount or any minimum increment; of $10,000,000, provided that (A) the Applicable Borrower BorrowersBorrower may at its theirits 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 Borrowers’ the Borrowers’Borrower’s sole discretion and may be waived by Applicable Borrowerthe BorrowersBorrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable Tranches and Classes tranches be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agenttendered. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.05, 2.13 and 2.1510.01) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.18. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans of any Class and/or Other Refinancing Loans Revolving Credit Commitments (or a portion thereof)) and (B) with respect to any Extension of the Revolving Credit Commitments, the consent of the L/C Issuer, which consent shall not be unreasonably withheld or delayed. All Extended Loans Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that and, unless (x) the Loans or Commitments being extended by this Section 2.18 are unsecured or (y) otherwise agreed by the BorrowersBorrower and the Lender providing such Extension, such Extended Term Loans and Extended Revolving Credit Commitments shall be secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable secured Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. 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 Borrower BorrowersBorrower as may be necessary in order to establish new Tranches tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower BorrowersBorrower in connection with the establishment of such new Tranches tranches or subtranchessub-tranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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)2.18. (d) In connection with any Extension, the Applicable Borrower BorrowersBorrower shall provide the Administrative Agent at least ten five (105) days 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 2.19. (e) Notwithstanding anything This Section 2.18 shall supersede any provisions in Section 2.05, Section 2.13 or Section 10.01 to the contrary contained herein, no Lender shall be required to accept an Extension Offer.contrary. NYDOCS01/1760806.13

Appears in 1 contract

Sources: Credit Agreement (Sensata Technologies Holding PLC)

Extensions of Loans and Commitments. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Applicable applicable Borrower to (i) all Term Lenders of Term holding Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Dateand Commitments under any Class that is proposed to be extended under this Section 2.27, in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may beeach Lender in such Class) and on the same terms to each such Lender, the Applicable such Borrower may from time to time offer to extend the Maturity Date for any such Loans maturity date for, and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of of, such Loans and/or Commitments (and related outstandings) (eacheach such modification, an “Extension”). In connection with each Extension, the applicable Borrower will provide the Administrative Agent (for distribution to the Lenders of the applicable Class) at least 10 days (or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, including the applicable Class or Classes to be extended and the requested new maturity date for the extended Loans of each group such Class (each an “Extended Maturity Date”) and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.27. (b) After giving effect to any Extension, the Term Loans or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided that at no time shall there be more than three different Classes of Term Loans and three different classes of Revolving Commitments; provided further, that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant maturity date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the maturity date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, in each case of a given Tranche as so extended, as well as the original Existing Revolving Loans and Existing Revolving Commitments (or all Existing Revolving Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; such Class and any Extended related Existing Revolving Loans shall constitute a separate Class have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Loans from Credit and Swing Line Loans, the Class maturity date with respect to the Revolving Commitments may not be extended without the prior written consent of Loans from which they were converted, so long as the following terms are satisfiedIssuing Bank and the Swing Line Lender. (c) The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time an any Extension Offer is delivered to the Lenders or at the time of the such Extension; (ii) except the Term Loans or Revolving Commitments, as to interest ratesapplicable, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (as applicable, “Extended Term Loans” or “Extended Revolving Commitments”) shall have the same terms as the Tranche Class of Term Loans or Revolving Commitments, as applicable, subject to such the related Extension Offer; Amendment (iiias applicable, “Existing Term Loans” or “Existing Revolving Commitments”); except (A) the final maturity date for of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no earlier later than the then Latest Maturity Date for maturity date of the Tranche Class of Existing Term Loans so extended; (iv) or Existing Revolving Commitments, as applicable, subject to the related Extension Amendment, and the Weighted Average Life to Maturity of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Existing Term Loans extended thereby; or Existing Revolving Commitments, as applicable, subject to the related Extension Amendment; (vB) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Term Loans or Existing Revolving Commitments, as applicable; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) any Extended Term Loans or Extended Revolving Commitments, as applicable, 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; ; and (viE) if the aggregate principal amount of other terms and conditions applicable to Extended Term Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to and/or Extended Revolving Commitments may be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) terms different than those with respect to which the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such Lenders have accepted such Extension Offer; (vii) all documentation in respect of such Extension shall be consistent with terms and conditions only apply after the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date latest maturity of the ExtensionClass of Existing Term Loans or Existing Revolving Commitments, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references as applicable, subject to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s)Amendment; (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Grifols SA)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of Term B Loans with a like Maturity Date and/or (ii) all Incremental or Revolving Lenders Credit Commitments with a like Maturity DateDate (other than any Initial Non-Extending Revolving Credit Commitments), in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term B Loans or the aggregate amount of the Revolving Credit Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date maturity date for any such Term B Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term B Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including including, without limitation, by increasing the interest rate or fees payable in respect of such Term B Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term B Loans) (each, an “Extension”), and each group of Term B Loans or Revolving Credit Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Term B Loans and Commitments of the original respective Tranche Revolving Credit Commitments (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche“tranche”; and any Extended Term B Loans shall constitute a separate Class tranche of Term B Loans from the Class tranche of Term B Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Letters of Credit and Swing Line Loans which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Letters of Credit and Swing Line Loans shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata share of the Revolving Credit Facility (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit 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 Revolving Credit Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Credit Commitments) and (y) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iiiiv), (ivv) and (vvi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term B Loans of any Term B Lender (an “Extending Term B Lender”) extended pursuant to any Extension (“Extended Term B Loans”) shall have the same terms as the Tranche tranche of Term B Loans subject to such Extension Offer; (iiiiv) the final maturity date for any Extended Term B Loans shall be no earlier than the then Latest latest Maturity Date for Term B Loans hereunder and the Tranche of amortization schedule applicable to Term B Loans so extendedpursuant to Section 2.07(b) for periods prior to the applicable Maturity Date may not be increased; (ivv) the Weighted Average Life to Maturity of any Extended Term B Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans extended thereby; (vvi) any Extended Term B Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vivii) if the aggregate principal amount of applicable Term B Loans (calculated on the face amount thereof) or Revolving Credit Commitments, as the case may be, in respect of which applicable Term B Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable LoansTerm B Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Term B Loans or Revolving Credit Loans, as the case may be, of the applicable Term B Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term B Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer;; and (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, (viiiix) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension extension and (y) the conditions set forth in Section 4.02 4.03 shall be satisfied (with all references in such Section 4.02 to any Borrowing credit event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer financial officer of Irish Holdco and the Applicable Borrower(s);Borrower; and (ixx) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable the Borrower pursuant to this Section 2.192.16, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 2.05 and (ii) no the Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as shall contain a condition to consummating the Extension that at least 50% of Term B Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered, unless another amount is agreed to by the Administrative Agent and the Required Lenders (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term B Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.08 2.05 and 2.152.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.192.16. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 tranches or sub-tranches in respect of Revolving Credit Commitments or Term B Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)2.16. 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 latest Maturity Date so that such maturity date is extended to the then Latest 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 Applicable Borrower shall provide the Administrative Agent at least ten twenty one (1021) 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 2.192.16. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (ResCare Finance, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as and/or modifying the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation amortization schedule in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(sLender’s Loans); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for For the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans the reference to “on such terms as may be set forth the same terms” in the relevant Extension Offerpreceding 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 hereby waive that the requirements interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any provision Revolving Facility, that all of the Revolving Facility 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 an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (includingsuch extended Term Loan, without limitation, Sections 2.08 and 2.15an “Extended Term Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment,” and any other Revolving Facility Loan Document made pursuant to such Extended Revolving Facility Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that may otherwise prohibit any such Extension the Extended Term Loan shall be made or any other transaction contemplated by this Section 2.19. the proposed Extended Revolving Facility Commitment shall become effective, which shall be a date not earlier than five (c5) No consent of any Lender or Business Days after the date on which notice is delivered to the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) days (or such shorter period as may be agreed to 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, Agent in each case acting reasonably to accomplish the purposes of this Section 2.19. (e) its reasonable discretion). Notwithstanding anything herein to the contrary contained hereincontrary, no Lender shall have any obligation to agree to extend the maturity date of such ▇▇▇▇▇▇’s Loans and/or Commitments pursuant to this Section 2.22 and any election to do so shall be required to accept an Extension Offerin the sole discretion of such Lender.

Appears in 1 contract

Sources: Credit Agreement (EDGEWELL PERSONAL CARE Co)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term A Lenders of Term A Loans with a like Maturity Date, all Term B Lenders of Term B Loans with a like Maturity Date, all Incremental Term Lenders of Incremental Term Loans with a like Maturity Date and/or (ii) Date, all Lenders of Other Term Loans with a like Maturity Date, all Lenders of Other Refinancing Term Loans with a like Maturity Date, all Incremental Revolving Lenders of Incremental Revolving Commitments with a like Maturity Date, all Revolving Lenders with Revolving Commitments with a like Maturity Date or all Lenders with Other Refinancing Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date maturity date for any such Loans Term A Loans, Term B Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche; and any Extended Term A Loans, Extended Term B Loans, Extended Incremental Term Loans or Extended Other Term Loans shall constitute a separate Tranche and Class of Term Loans from the Tranche and Class of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Tranche and Class of Revolving Commitments from the Tranche and Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.23, be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments of the same Class, the Incremental Revolving Commitments or Other Refinancing Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.05(d) and 2.06(k) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Letters of Credit and Swingline Loans shall be participated in on a pro rata basis by all Lenders with Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments in accordance with their pro rata share of the aggregate Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (and except as provided in Sections 2.05(d) and 2.06(k), 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 Revolving Commitments of such Class, Incremental Revolving Commitments or Other Refinancing Revolving 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 Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Commitments of the same Class, Incremental Revolving Commitments or Other Refinancing Revolving Commitments) and (y) at no time shall there be Revolving Commitments of the same Class, Incremental Revolving Commitments or Other Refinancing Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iiiv), (ivvi) and (vvii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term A Loans of any Term A Lender (an “Extending Term A Lender”) extended pursuant to any Extension (“Extended Term A Loans”) shall have the same terms as the Tranche and Class of Term A Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Endo Health Solutions Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.22), pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Facility Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Facility Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’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 related outstandingsthat the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility 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 (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as ) agreed to between the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were convertedTerm Loan”) or an Other Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred an “Extended Revolving Facility Commitment,” and be continuing at the time any Revolving Facility Loan made pursuant to such Extended Revolving Facility 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 Facility Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Lenders Administrative Agent (or at such shorter period agreed to by the time Administrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Extension Amendment shall specify the terms of the Extension; applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (iii) except as to interest rates, feesfees and any other pricing terms, and amortization, final maturity date, premium, required prepayment dates date and participation in prepayments and commitment reductions (which shall, subject to the succeeding clauses (iii), (ivii) and (v)iii) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche existing Class of Term Loans subject to such Extension Offer; from which they are extended except for any terms which shall not apply until after the then Latest Maturity Date, (iiiii) the final maturity date for of any Extended Term Loans shall be no earlier than the then Latest Term Facility Maturity Date for of the Tranche Class of Term Loans so extended; subject to such Pro Rata Extension Offer, (iviii) 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 Facility Commitment shall have the same terms as the existing Class of Revolving Facility Commitments from which they are extended thereby; except for any terms which shall not apply until after the then Latest Maturity Date and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate require participation on a pro rata basis or a less than pro rata basis (but not a greater than a pro rata basis) than the Term A Loans, Term A- -1 Loans and Term B Loans in any voluntary or mandatory repayments or prepayments prepayment hereunder. 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 Facility Commitments evidenced thereby as provided for in each case as specified Section 9.08(e). Any such deemed amendment may be memorialized in writing by the respective Extension Offer; Administrative Agent with the Borrower’s consent (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered not to be extended by unreasonably withheld) and furnished to the Applicable Borrower pursuant to such other parties hereto. If provided in any Extension Offer, then the applicable Loans, of the applicable Lenders, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Amendment with respect to which any Extended Revolving Facility Commitments, and with the consent of the Swingline Lender and each Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Lenders have accepted Extended Revolving Facility Commitments in the manner specified in such Extension Offer; (vii) all documentation in respect Amendment, including upon effectiveness of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver Extended Revolving Facility Commitment or upon or prior to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate maturity date for any Class of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentRevolving Facility Commitments. (bc) With respect to all Extensions consummated by Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Applicable Borrower pursuant to Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Section 2.19Agreement and the other Loan Documents, (i) if such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of Sections 2.08 such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Other Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.22), (i) no Extension Offer Extended Term Loan or Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that , (Aii) the Applicable Borrower any Extending Lender 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or extend all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent portion of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of its Loans over participation) (including the extension of any Class Extended Term Loan and/or Other Refinancing Loans Extended Revolving Facility Commitment), (iii) there shall be no condition to any Extension of any Loan or a portion thereof). All Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Loans Term Loan or Extended Revolving Facility Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Secured Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement rank equally and the other Loan Documents; provided that, if such Extended Loans rank junior ratably in right of security with any all other ObligationsObligations of the Class being extended (and all other Obligations secured by Other First Liens), (v) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Loans will Revolving Facility Commitments unless it shall have consented thereto and (vi) there shall be subject to no borrower (other than the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize Borrower) and no guarantors (other than 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 Guarantors) in respect of any such Extended Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19Extended Revolving Facility Commitments. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative 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 other adjustments. (f) Notwithstanding anything to the contrary contained herein, no Lender in this Agreement: (1) this Section 2.22 is for the benefit of the Borrower and shall be required applicable to accept an Extension Offera transaction only at the Borrower’s express election (provided the requirements of this Section 2.22 are otherwise met); and (2) the Transaction Support Agreement Transactions were not implemented pursuant to this Section 2.22 and this Section 2.22 does not and will not apply to the Transaction Support Agreement Transactions.

Appears in 1 contract

Sources: Amendment Agreement (Qwest Corp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, subject to the provisions in this Section 2.25, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as and/or modifying the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary amortization schedule and/or optional or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(sLender’s Loans); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for For the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans the reference to “on such terms as may be set forth the same terms” in the relevant Extension Offerpreceding 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 hereby waive that the requirements interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any provision Revolving Facility, that all of the Revolving Credit 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 an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (includingsuch extended Term Loan, without limitation, Sections 2.08 and 2.15an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment”, and any other Revolving Loan Document made pursuant to such Extended Revolving Credit Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that may otherwise prohibit any such Extension the Extended Term Loan shall be made or any other transaction contemplated by this Section 2.19. the proposed Extended Revolving Credit Commitment shall become effective, which shall be a date not earlier than five (c5) No consent of any Lender or Business Days after the date on which notice is delivered to the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 shorter period agreed to by local counsel to the Administrative Agent). (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Hill-Rom Holdings, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term A Lenders of Term A Loans with a like Maturity Date, all Term B Lenders of Term B Loans with a like Maturity Date, all Incremental Term Lenders of Incremental Term Loans with a like Maturity Date and/or (ii) Date, all Lenders of Other Term Loans with a like Maturity Date, all Lenders of Other Refinancing Term Loans with a like Maturity Date, all Incremental Revolving Lenders of Incremental Revolving Commitments with a like Maturity Date, all Revolving Lenders with Revolving Commitments with a like Maturity Date or all Lenders with Other Refinancing Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower may from time to time offer to extend the Maturity Date maturity date for any such Loans Term A Loans, Term B Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of being a single Tranche; and any Extended Term A Loans, Extended Term B Loans, Extended Incremental Term Loans or Extended Other Term Loans shall constitute a separate Class Tranche of Term Loans from the Class Tranche of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Tranche of Revolving Commitments from the Tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees and final maturity (which shall, subject to the requirements of this Section 2.23, be determined by Borrower and set forth in the relevant Extension Offer), the Revolving Commitment, the Incremental Revolving Commitment or Other Refinancing Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments, the Incremental Revolving Commitments or Other Refinancing Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.05(d) and 2.06(k) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Letters of Credit and Swingline Loans shall be participated in on a pro rata basis by all Lenders with Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments in accordance with their pro rata share of the aggregate Revolving Commitment, Incremental Revolving Commitment or Other Refinancing Revolving Commitment (and except as provided in Sections 2.05(d) and 2.06(k), 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 Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving 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 Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date for the non-extending Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments) and (y) at no time shall there be Revolving Commitments, Incremental Revolving Commitments or Other Refinancing Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates; (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iiiv), (ivvi) and (vvii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term A Loans of any Term A Lender (an “Extending Term A Lender”) extended pursuant to any Extension (“Extended Term A Loans”) shall have the same terms as the Tranche of Term A Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Endo Pharmaceuticals Holdings Inc)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrowers may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings) (the “Extension”) pursuant to one or more offers a written offer (each, an the “Extension Offer”) made from time to time by the Applicable Borrower Company to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateLenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may beand unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, the Applicable Borrower may from time Company will provide notification to time offer the Administrative Agent (for distribution to extend the Maturity Lenders). In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is 30 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date for shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section 2.16(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder. (b) The Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided, that, each of such Replacement Lenders shall enter into an Assignment and Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Administrative Agent in consultation with the Company (which shall occur no later than 30 days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Loans and otherwise modify the terms of Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such Loans and/or Commitments pursuant Lender’s Revolving Loan Commitment hereunder on such date). (c) The Extension shall be subject to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: following: (i) no Default or Event of Default shall have occurred and be continuing at the time an any offering document in respect of the Extension Offer is delivered to the Lenders or and at the time of the Extension; ; (ii) except as to interest rates, utilization fees, amortization, unused fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Revolving Loan Commitment of any Term Lender extended pursuant to any the Extension (the “Extended LoansRevolving Loan Commitment), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Revolving Loan Commitments (and related outstandings); provided, that, subject to such Extension Offer; (iiithe provisions of Sections 3.07 and 2.01(f) to the final maturity date for any Extended extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Revolving Commitment Termination Date, all Swingline Loans and Letters of Credit shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07 and 2.01(f), without giving effect to changes thereto on the Initial Revolving Commitment Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater than a pro rata basisexcept for (x) in payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any voluntary Revolving Commitment Termination Date of any tranche of Revolving Loan Commitments or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; Extended Revolving Loan Commitments); (viiii) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Revolving Loan Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Revolving Loan Commitments offered to be extended by the Applicable Borrower Company pursuant to such the Extension Offer, then the applicable Loans, Revolving Loan Commitments of the applicable Lenders, 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 the Extension Offer; ; (viiiv) all documentation in respect of such the Extension shall be consistent with the foregoing, , and all written communications by the Borrowers generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (viiiv) the Minimum Extension Condition shall be satisfied; and (vi) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower Company shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer Authorized Officer of each Loan Credit Party dated the applicable date of the Extension and executed by an authorized officer Authorized Officer of such Loan Credit Party certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 7 shall be satisfied (with all references in such Section 4.02 to any Borrowing Credit Event being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial an Authorized Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative AgentCompany. (bd) With respect to all Extensions the Extension consummated by an Applicable Borrower the Borrowers pursuant to this Section 2.192.16, (i) such Extensions the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and 5.01, 5.02, 5.03, 13.02 or 13.06, (ii) no the Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower may at its election specify as shall contain a condition (a “Minimum Extension Condition”) to consummating any such the Extension that a minimum amount (to be determined and specified in at least 50% of the relevant Extension Offer in Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an aggregate amount of less than $2,500,000 the Revolving Loan Commitments in effect immediately prior to the Initial Revolving Commitment Termination Date (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount another amount is waived agreed to by the Administrative Agent. Subject to compliance with ) shall be in effect immediately following the terms Initial Revolving Commitment Termination Date, (iii) if the amount extended is less than the Maximum Letter of this Section 2.19Credit Amount, the Maximum Letter of Credit Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Maximum Letter of Credit Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrowers shall cash collateralize obligations under any issued Letters of Credit in an amount equal to 105% of the Stated Amount of such Letters of Credit, and (iv) if the amount extended is less than the Maximum Swingline Amount, the Maximum Swingline Amount shall be reduced upon the date that is five (5) Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Maximum Swingline Amount does not exceed the aggregate Revolving Loan Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrowers shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to the Extensions Extension and the other transactions contemplated by this Section 2.19 2.16 (including, for the avoidance of doubt, payment of any interest, interest or fees or premium in respect of any Extended Loans Revolving Loan 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 (includingincluding Sections 5.01, without limitation5.02, Sections 2.08 and 2.155.03, 13.02 or 13.06) or any other Loan Credit Document that may otherwise prohibit any such the Extension or any other transaction contemplated by this Section 2.192.16; provided, that, such consent shall not be deemed to be an acceptance of the Extension Offer. (ce) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Credit Documents with the Borrower Credit Parties as may be necessary in order to establish new Tranches or sub-tranches in respect of Term Loans Revolving Loan Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranchestranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”)2.16. Without limiting the foregoing, in connection with any Extensions the Extension, the respective Loan Parties parties shall (at their expensethe expense of the Credit Parties) amend (and the Administrative Agent is hereby directed authorized to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Extended Revolving Commitment Termination Date so that such maturity date is extended to the then Latest Maturity Extended Revolving Commitment Termination Date (or such later date as may be advised by local counsel to the Administrative Agent). (df) In connection with any the Extension, the Applicable Borrower Company shall provide the Administrative Agent at least ten (10) days 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 reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.192.16. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Abl Credit Agreement (CVR Partners, Lp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Borrowers may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings) (the “Extension”) pursuant to one or more offers a written offer (each, an the “Extension Offer”) made from time to time by the Applicable Borrower Company to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity DateLenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may beand unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with the Extension, the Applicable Borrower may from time Company will provide notification to time offer the Administrative Agent (for distribution to extend the Maturity Lenders). In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is 30 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a 64 #93457508v14 (b) The Company shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.16(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.13; provided, that, each of such Replacement Lenders shall enter into an Assignment and Assumption Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Administrative Agent in consultation with the Company (which shall occur no later than 30 days following the Notice Date for and shall occur on the same date as the effectiveness of the Extension as to the Lenders which have consented thereto pursuant to Section 2.16(a)), undertake the Revolving Loan Commitment of such Replaced Lender (and, if any such Loans and otherwise modify the terms of Replacement Lender is already a Lender, its Revolving Loan Commitment shall be in addition to such Loans and/or Commitments pursuant Lender’s Revolving Loan Commitment hereunder on such date). (c) The Extension shall be subject to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: following: (i) no Default or Event of Default shall have occurred and be continuing at the time an any offering document in respect of the Extension Offer is delivered to the Lenders or and at the time of the Extension; ; (ii) except as to interest rates, utilization fees, amortization, unused fees and final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)maturity, the Loans Revolving Loan Commitment of any Term Lender extended pursuant to any the Extension (the “Extended LoansRevolving Loan Commitment), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) shall have with the same terms as the Tranche of Loans original Revolving Loan Commitments (and related outstandings); provided, that, subject to such Extension Offer; (iiithe provisions of Sections 3.07 and 2.01(f) to the final maturity date for any Extended extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Initial Revolving Commitment Termination Date, all Swingline Loans and Letters of Credit shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate participated in on a pro rata basis by all Lenders with Revolving Loan Commitments and/or Extended Revolving Loan Commitments in accordance with their RL Percentages (and except as provided in Sections 3.07 and 2.01(f), without giving effect to changes thereto on the Initial Revolving Commitment Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Loan Commitments and Extended Revolving Loan Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater than a pro rata basisexcept for (x) in payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any voluntary Revolving Commitment Termination Date of any tranche of Revolving Loan Commitments or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; Extended Revolving Loan Commitments); (viiii) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) Revolving Loan Commitments in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, Revolving Loan Commitments offered to be extended by the Applicable Borrower Company pursuant to such the Extension Offer, then the applicable Loans, Revolving Loan Commitments of the applicable Lenders, 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 the Extension Offer; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Abl Credit Agreement (CVR Partners, Lp)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower applicable Borrower(s) to (i) all Term Lenders of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Applicable Borrower Borrowers may from time to time offer to extend the Maturity Date for any such Loans and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the U.S. Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower Borrowers pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower Borrowers shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 4.03 shall be satisfied (with all references in such Section 4.02 4.03 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable applicable Borrower(s); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable BorrowerBorrowers; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower the Borrowers pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) the Applicable Borrower Borrowers may at its their 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 Borrowers’ sole discretion and may be waived by Applicable BorrowerBorrowers) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor Agreement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary in order to establish new Tranches or sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower Borrowers in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower Borrowers shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.

Appears in 1 contract

Sources: Credit Agreement (Horizon Pharma, Inc.)

Extensions of Loans and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Applicable Borrower to (i) all Term Lenders of any Class of Term Loans with a like Maturity Date and/or (ii) all Incremental Revolving Lenders with a like Maturity Date, in each case Credit Commitments on a pro rata basis (based based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding principal amount Term Loans of such Class and, in the respective Loans or case of an offer to the Lenders under any Revolving Facility, on the aggregate amount of the outstanding Revolving Credit Commitments with the same Maturity Dateunder such Revolving Facility, as the case may be) applicable), and on the same terms to each such LenderLender (“Pro Rata Extension Offers”), the Applicable Borrower may is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time offer to extend the Maturity Date for any maturity date of such Lender’s Loans and/or Commitments of such 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 by including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments (and related outstandings) (each, an “Extension”), and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as and/or modifying the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and any Extended Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted, so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders or at the time of the Extension; (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Term Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer; (iii) the final maturity date for any Extended Loans shall be no earlier than the then Latest Maturity Date for the Tranche of Loans so extended; (iv) the Weighted Average Life to Maturity of any Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby; (v) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer; (vi) if the aggregate principal amount of applicable Loans (calculated on the face amount thereof) in respect of which applicable Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of applicable Loans, offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Loans, of the applicable 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; (vii) all documentation amortization schedule in respect of such Extension shall be consistent with the foregoing, (viii) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Applicable Borrower shall deliver to the Administrative Agent one or more legal opinions reasonably satisfactory to the Administrative Agent and a certificate of an authorized officer of each Loan Party dated the applicable date of the Extension and executed by an authorized officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Extension and (y) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section 4.02 to any Borrowing being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by a Financial Officer of Irish Holdco and the Applicable Borrower(sLender’s Loans); (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Applicable Borrower; and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. (b) With respect to all Extensions consummated by an Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.08 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that any Lender offered or approached to provide an Extension (A) the Applicable Borrower as defined below), may at elect to or decline in 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 Borrowers’ sole discretion and may be waived by Applicable Borrower) of Loans of any or all applicable Tranches and Classes be tendered and (B) no Tranche of Extended Loans shall be in an amount of less than $2,500,000 (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. Subject to compliance with the terms of this Section 2.19, the Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans 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, Sections 2.08 and 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19. (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans of any Class and/or Other Refinancing Loans (or a portion thereof). All Extended Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by all or a portion of the Collateral on a pari passu or junior lien basis with all other applicable Obligations under this Agreement and the other Loan Documents; provided that, if such Extended Loans rank junior in right of security with any other Obligations, such Extended Loans will be subject to the terms of a Second Lien Intercreditor 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 Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Tranches or subtranches, in each case on terms consistent with this Section 2.19 (each an “Extension Amendment”). 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 Applicable Borrower shall provide the Administrative Agent at least ten (10) 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 2.19. (e) Notwithstanding anything to the contrary contained herein, no Lender shall be required to accept an Extension Offer.an

Appears in 1 contract

Sources: Credit Agreement (Xperi Corp)