Common use of Amendments Effecting a Maturity Extension Clause in Contracts

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”), and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Date, reduce or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase the Applicable Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.08) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans as to which such Lender’s acceptance has been made. The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans of the Extending Lenders as to which such Lenders’ acceptance has been made. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.08, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 4 contracts

Samples: Credit Agreement (Advanced Disposal Services, Inc.), Credit Agreement (ADS Waste Holdings, Inc.), Senior Secured Credit Agreement (Advanced Disposal Services Glacier Ridge Landfill, LLC)

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Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Lenders of any Class (including any tranche of Incremental Term Lenders Loans) to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase the Applicable Margin Rates and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0811.01) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0811.01, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. The Borrower may effectuate no more than two Extension Amendments as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentDocument, or consent to any departure by any Loan Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 11.01 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.0811.01, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 11.01 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 2 contracts

Samples: Credit Agreement (Hanger Orthopedic Group Inc), Credit Agreement (Hanger Orthopedic Group Inc)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower Company may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), ) make an offer (each such offer, an a Extension Loan Modification Offer”) on a pro rata basis (x) to all the Lenders of any Class (including any tranche of Add-On Term Lenders Loans) to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such Extending the Loans and/or Commitments of the Accepting Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Accepting Lenders, (ii) increase the Applicable Margin Percentage and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Accepting Lenders and the payment of additional fees or other consideration to the Extending Accepting Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0811.01) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Accepting Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 10 Business Days nor more than 45 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Loan Modification Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The BorrowerCompany, each other Loan Party and each Extending Accepting Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement a loan modification agreement (an Extension AmendmentLoan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension AmendmentLoan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension AmendmentLoan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Accepting Lenders as to which such Lenders’ acceptance has been made. The Company may effectuate no more than one Loan Modification Agreement as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentDocument, or consent to any departure by any Loan Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower Company or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 11.01 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.082.18 or 11.01, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 11.01 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 2 contracts

Samples: Credit Agreement (Oshkosh Corp), Credit Agreement (Oshkosh Corp)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Canadian Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders of any Class to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase the Applicable Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.08) to be effective only during the period following the original Term A Loan Maturity Date, the Term B Loan Maturity Date or and/or the Revolving Credit Facility Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Canadian Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Canadian Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. The Canadian Borrower may effectuate no more than two Extension Amendments as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentDocument, or consent to any departure by any Loan Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Canadian Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.08, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 2 contracts

Samples: Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Canada)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Lenders of any Class (including any tranche of Incremental Term Lenders Loans) to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending LendersLenders (so long as the Weighted Average Life to Maturity of the Loans and/or Commitments is not reduced as a result thereof), (ii) increase the Applicable Margin Rates and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0811.01) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0811.01, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. The Borrower may effectuate no more than two Extension Amendments as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentDocument, or consent to any departure by any Loan Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 11.01 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.0811.01, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 11.01 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 2 contracts

Samples: Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger, Inc.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), ) make an offer (each such offer, an a Extension Loan Modification Offer”) on a pro rata basis (x) to all the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such Extending the Loans and/or Commitments of the Accepting Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization amortization, if any, of the applicable Term Loans of the Extending Accepting Lenders, (ii) increase modify the Applicable Margin Percentage and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Accepting Lenders and the payment of additional fees or other consideration to the Extending Accepting Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0810.01) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Accepting Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 five Business Days nor more than 45 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Loan Modification Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Party Borrower and each Extending Accepting Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement a loan modification agreement (an Extension AmendmentLoan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension AmendmentLoan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension AmendmentLoan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Accepting Lenders as to which such Lenders’ acceptance has been made. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.082.13 or 10.01, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 10.01 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 2 contracts

Samples: Credit Agreement (Broadcom Corp), Credit Agreement (Broadcom Corp)

Amendments Effecting a Maturity Extension. In addition, notwithstanding Notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower Company may, after the Acquisition Date, by written notice to the Administrative Agent (who which shall forward such notice to all applicable Lenders), ) make an offer (each such offer, an a Extension Loan Modification Offer”) on a pro rata basis (x) to all of the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such Extending the Loans and/or Commitments of the Accepting Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Accepting Lenders, (ii) increase the Applicable Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Accepting Lenders and the payment of additional fees or other consideration to the Extending Accepting Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.089.1) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Accepting Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment Amendments and (ii) the date on which such Permitted Amendment is Amendments are requested to become effective (which shall not be less than 3 10 Business Days nor more than 45 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Loan Modification Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The BorrowerCompany, each other Loan Party and each Extending Accepting Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement a loan modification agreement (an the Extension AmendmentLoan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence (x) the acceptance of the Permitted Amendments and the terms and conditions thereofthereof and (y) the authorization of the Company to enter into and perform its obligations under the Loan Modification Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension AmendmentLoan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension AmendmentLoan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Accepting Lenders as to which such Lenders’ acceptance has been made. The Company may effectuate no more than one Loan Modification Agreement during the term of this Agreement. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.082.14 or 9.1, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 9.1 (including, without limitation, including any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Credit Agreement (Pentair Inc)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Restatement Effective Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”), and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Date, reduce or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase the Applicable Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.08) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans as to which such Lender’s acceptance has been made. The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans of the Extending Lenders as to which such Lenders’ acceptance has been made. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.08, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Advanced Disposal Services, Inc.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders of any Class to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase the Applicable ABR Margin and Applicable LIBOR Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0814.1) to be effective only during the period following the original Tranche B Term Loan Maturity Date or and/or the Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0814.1, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Credit Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. The Borrower may effectuate no more than two Extension Amendments as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentCredit Document, or consent to any departure by any Loan Credit Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Credit Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Credit Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 14.1 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.0814.1, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 14.1 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Credit Agreement (Intelsat S.A.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Canadian Borrower maymay 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 or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, after “Extended Term Loans”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Extension Agreement with respect to any Extended Term Loans, the Acquisition Date, by Canadian Borrower shall provide written notice to the Administrative Agent (who shall forward provide a copy of such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”), and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Date, reduce or otherwise modify the scheduled amortization 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 Extended Term Loans of the Extending Lendersto be established, (ii) increase the Applicable Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, which terms shall be similar to the Term Loans of non-Extending Lenders and, second, the Existing Term Loan Class from which they are to be extended except that (w) 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 Extending Lenders and/or such Existing Term Loan Class (iv) change with any such additional terms and conditions of this Agreement solely as applicable delay resulting in a corresponding adjustment to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under scheduled amortization payments reflected in Section 9.08) to be effective only during the period following the original Term Loan Maturity Date 2.11 or Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans of the Lenders that accept in the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans as to which such Lender’s acceptance has been made. The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans of the Extending Lenders as to which such Lenders’ acceptance has been made. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan PartyIncremental 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, in each case as more particularly set forth in Section 2.24(d) below), (x)(A) the 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 Agreement, (y) subject to the provisions set forth in Sections 2.11 and 2.12, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory prepayment terms as may be agreed between the Canadian Borrower and the requisite percentage Lenders thereof and (z) the Extension Agreement may provide for other covenants and terms that apply to any period after the Final Maturity Date. 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. (b) The Canadian Borrower may at any time and from time to time request that all or a portion of the Revolving R-2 Facility Commitments of any Class and/or the Extended Revolving Credit Commitments of any Class (and, in interest each case, including any previously extended Revolving R-2 Facility Commitments), existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related revolving credit loans under any such facility, “Existing Revolving Credit Loans”; each Existing Revolving Credit Commitment and related Existing Revolving Credit Loans together being referred to as an “Existing Revolving Credit 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 Credit Loans related to such Existing Revolving Credit Commitments (any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving Credit Commitments” and any related revolving credit loans, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Extension Agreement with respect to any Extended Revolving Credit Commitments, the Canadian 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 Extending Existing Revolving Credit Commitments, with such request offered equally to all Lenders that would of such Class) (a “Revolving Credit Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be required established thereunder, which terms shall be similar to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement those applicable to the contraryExisting Revolving Credit Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment Class”) except that (w) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be delayed to later dates than the final maturity dates of the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class, including Section 9.08(x)(A) the interest rates, it being understoodinterest margins, howeverrate floors, that nothing upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Revolving Credit Commitments may be different than those for the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Credit Commitments in this Section shall impair addition to or limit the effectiveness in lieu of any amendment effectuated in accordance with Section 9.08 of the items contemplated by the preceding clause (including, without limitation, any amendment effectuated simultaneously with any Permitted AmendmentA) and (y).

Appears in 1 contract

Samples: Credit Agreement (Telesat Holdings Inc.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Lenders of any Class (including any tranche of Incremental Term Lenders Loans) to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending LendersLenders (so long as the Weighted Average Life to Maturity of the Loans and/or Commitments is not reduced as a result thereof), (ii) increase the Applicable Margin Rates and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0811.01) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0811.01, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such LendersXxxxxxx’ acceptance has been made. The Borrower may effectuate no more than two Extension Amendments as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentDocument, or consent to any departure by any Loan Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 11.01 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.0811.01, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 11.01 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Credit Agreement (Hanger, Inc.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders of any Class to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase change the Applicable ABR Margin, Applicable ABRLIBOR Margin and, Applicable LIBOR MarginFixed Rate and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0814.1) to be effective only during the period following the original Tranche B-1 Term Loan Maturity Date, Tranche B-2 Term Loan Maturity Date or and/or the Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0814.1, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Credit Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, including that the Loans and/or Commitments of the Extending Lenders may be designated a separate Series or Class or an increase to an existing Series or Class. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.08, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Amendment No. 5 and Joinder Agreement (Intelsat S.A.)

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Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower Company may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), ) make an offer (each such offer, an a Extension Loan Modification Offer”) on a pro rata basis (x) to all the Lenders of any Class (including any tranche of Add-On Term Lenders Loans) to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such Extending the Loans and/or Commitments of the Accepting Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Accepting Lenders, (ii) increase the Applicable Margin Percentage and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Accepting Lenders and the payment of additional fees or other consideration to the Extending Accepting Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0811.01) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Accepting Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the BorrowerCompany. Such notice shall set forth (iA) the terms and conditions of the requested Permitted Amendment Amendment, and (iiB) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 10 Business Days nor more than 45 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Loan Modification Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such LenderXxxxxx’s Loans and/or Commitments as to which such LenderXxxxxx’s acceptance has been made. The BorrowerCompany, each other Loan Party Borrower and each Extending Accepting Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement a loan modification agreement (an Extension AmendmentLoan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension AmendmentLoan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension AmendmentLoan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Accepting Lenders as to which such LendersXxxxxxx’ acceptance has been made. The Company may effectuate no more than one Loan Modification Agreement as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentDocument, or consent to any departure by any Loan Party Borrower therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower Company or the applicable Loan PartyBorrower, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 11.01 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section 11.19 shall supersede any provisions of this Agreement to the contrary, including Section 9.082.18 or 11.01, it being understood, however, that nothing in this Section 11.19 shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 11.01 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Corp)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders of any Class to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase change the Applicable ABR Margin and Applicable LIBOR Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0814.1) to be effective only during the period following the original Tranche B-1 Term Loan Maturity Date, Tranche B-2 Term Loan Maturity Date or and/or the Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0814.1, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Credit Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, including that the Loans and/or Commitments of the Extending Lenders may be designated a separate Series or Class or an increase to an existing Series or Class. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentCredit Document, or consent to any departure by any Loan Credit Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Credit Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Credit Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 14.1 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.0814.1, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 14.1 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Amendment No. 3 and Joinder Agreement (Intelsat S.A.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding Notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower Company may, after the Acquisition Date, by written notice to the Administrative Agent (who which shall forward such notice to all applicable Lenders), ) make an offer (each such offer, an a Extension Loan Modification Offer”) on a pro rata basis (x) to all of the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such Extending the Loans and/or Commitments of the Accepting Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Accepting Lenders, (ii) increase the Applicable Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Accepting Lenders and the payment of additional fees or other consideration to the Extending Accepting Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.089.1) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Accepting Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment Amendments and (ii) the date on which such Permitted Amendment is Amendments are requested to become effective (which shall not be less than 3 10 Business Days or more than 45 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Loan Modification Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The BorrowerCompany, each other Loan Party and each Extending Accepting Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement a loan modification agreement (an the Extension AmendmentLoan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence (x) the acceptance of the Permitted Amendments and the terms and conditions thereofthereof and (y) the authorization of the Company to enter into and perform its obligations under the Loan Modification Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension AmendmentLoan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension AmendmentLoan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Accepting Lenders as to which such Lenders’ acceptance has been made. The Company may effectuate no more than one Loan Modification Agreement during the term of this Agreement. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (ca) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.082.13 or 9.1, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 9.1 (including, without limitation, including any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Credit Agreement (PENTAIR PLC)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Date, reduce or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders[reserved], (ii) increase the Applicable Margin interest rate and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0811.01) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0811.01, Permitted Amendments shall become effective only with respect to the Loans of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans as to which such Lender’s acceptance has been made). The Borrower, each other Loan Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans of the Extending Lenders as to which such Lenders’ acceptance has been made. The Borrower may effectuate no more than two Extension Amendments. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentDocument, or consent to any departure by any Loan Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time11.01. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.0811.01, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 11.01 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Credit Agreement (Hanger, Inc.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders of any Class to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase increasechange the Applicable ABR Margin and Applicable LIBOR Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0814.1) to be effective only during the period following the original Tranche B-1 Term Loan Maturity Date, Tranche B-2 Term Loan Maturity Date or and/or the Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0814.1, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Credit Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. The Borrower may effectuate no more than two Extension Amendments as to each Class of Loans. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentCredit Document, or consent to any departure by any Loan Credit Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Credit Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Credit Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 14.1 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.0814.1, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 14.1 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Amendment No. 2 and Joinder Agreement (Intelsat S.A.)

Amendments Effecting a Maturity Extension. In addition, notwithstanding Notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower Company may, after the Acquisition Date, by written notice to the Administrative Agent (who which shall forward such notice to all applicable Lenders), ) make an offer (each such offer, an a Extension Loan Modification Offer”) on a pro rata basis (x) to all of the Term Lenders to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such Extending the Loans and/or Commitments of the Accepting Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Accepting Lenders, (ii) increase the Applicable Margin and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Accepting Lenders and the payment of additional fees or other consideration to the Extending Accepting Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Accepting Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.089.1) to be effective only during the period following the original Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable, maturity date prior to its extension by such Extending Accepting Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the BorrowerCompany. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment Amendments and (ii) the date on which such Permitted Amendment is Amendments are requested to become effective (which shall not be less than 3 10 Business Days or more than 45 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.08, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Loan Modification Offer (such Lenders, the “Extending Accepting Lenders”) and, in the case of any Extending Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The BorrowerCompany, each other Loan Party and each Extending Accepting Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement a loan modification agreement (an the Extension AmendmentLoan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence (x) the acceptance of the Permitted Amendments and the terms and conditions thereofthereof and (y) the authorization of the Company to enter into and perform its obligations under the Loan Modification Agreement. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension AmendmentLoan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension AmendmentLoan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Accepting Lenders as to which such Lenders’ acceptance has been made. The Company may effectuate no more than one Loan Modification Agreement during the term of this Agreement. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted Amendment, or consent to any departure by any Loan Party therefrom, that, by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Document of the applicable Class of Extending Lenders that accepted such Permitted Amendment, may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Party, as the case may be, and the requisite percentage in interest of the applicable Class of Extending Lenders that would be required to consent thereto under Section 9.08 as if all such Extending Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.082.14 or 9.1, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 9.1 (including, without limitation, including any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Credit Agreement (Pentair Inc)

Amendments Effecting a Maturity Extension. In addition, notwithstanding any other provision of this Agreement to the contrary: (a) The Borrower may, after the Acquisition Date, by written notice to the Administrative Agent (who shall forward such notice to all applicable Lenders), make an offer (each such offer, an “Extension Offer”) on a pro rata basis (x) to all the Term Lenders of any Class to make one or more amendments or modifications to allow the Term Loan Maturity Date maturity of such the Loans and/or Commitments of the Extending Lenders (as defined below) to be extended (such extended date, the “Extended Term Loan Maturity Date”) and (y) to all the Revolving Credit Lenders to make one or more amendments or modifications to allow the Revolving Credit Maturity Date of such Extending Lenders (as defined below) to be extended (such extended date, the “Extended Revolving Credit Maturity Date”)extended, and, in connection with any such extension, to (i) in the case of an extension of the Term Loan Maturity Datereduce, reduce eliminate or otherwise modify the scheduled amortization of the applicable Term Loans of the Extending Lenders, (ii) increase change the Applicable Margin ABR Margin, Applicable LIBOR Margin, Applicable Fixed Rate and/or fees payable with respect to the applicable Term Loans and Revolving Loans, as applicable, and/or Commitments of the Extending Lenders and the payment of additional fees or other consideration to the Extending Lenders, and/or (iii) in the case of an extension of the Term Loan Maturity Date, to modify the prepayment provisions pursuant to Sections 2.12(b) and 2.13(e) such that voluntary and mandatory prepayments are applied, first, to the Term Loans of non-Extending Lenders and, second, to the Term Loans of Extending Lenders and/or (iv) change such additional terms and conditions of this Agreement solely as applicable to the Extending Lenders (such additional changed terms and conditions (to the extent not otherwise approved by the requisite Lenders under Section 9.0814.1) to be effective only during the period following the original Tranche B-1 Term Loan Maturity Date, Tranche B-2 Term Loan Maturity Date or and/or the Revolving Credit Maturity Date, as applicable, prior to its extension by such Extending Lenders) (collectively, “Permitted Amendments”) pursuant to procedures reasonably acceptable to each of the Administrative Agent and the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 3 Business Days after the date of such notice). To the extent not otherwise approved by the requisite Lenders under Section 9.0814.1, Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. The Borrower, each other Loan Credit Party and each Extending Lender shall execute and deliver to the Administrative Agent an extension amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, including that the Loans and/or Commitments of the Extending Lenders may be designated a separate Series or Class or an increase to an existing Series or Class. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of the Extension Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Extending Lenders as to which such Lenders’ acceptance has been made. (b) Any amendment or waiver of any provision of this Agreement or any other Loan Document made to effect any Permitted AmendmentCredit Document, or consent to any departure by any Loan Credit Party therefrom, that, made to effect any Permitted Amendment that by its express terms amends or modifies the rights or duties under this Agreement or such other Loan Credit Document of the applicable Class one or more Classes of Extending Lenders that accepted such Permitted Amendment, (but not of one or more other Classes of Lenders) may be effected by an agreement or agreements in writing signed by the Administrative Agent, the Borrower or the applicable Loan Credit Party, as the case may be, and the requisite percentage in interest of the applicable each affected Class of Extending Lenders that would be required to consent thereto under Section 9.08 14.1 as if all such Extending affected Classes of Lenders were the only Lenders hereunder at the time. (c) This Section shall supersede any provisions of this Agreement to the contrary, including Section 9.08, it being understood, however, that nothing in this Section shall impair or limit the effectiveness of any amendment effectuated in accordance with Section 9.08 (including, without limitation, any amendment effectuated simultaneously with any Permitted Amendment).

Appears in 1 contract

Samples: Amendment No. 6 (Intelsat S.A.)

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