Commitment Extension. The Borrower shall have the right in each year to request a one-year extension of the Termination Date then in effect; such request shall be received by the Agent at least 60 days (but not more than 75 days) prior to each anniversary of the Effective Date. Such request shall be irrevocable and binding upon the Borrower. The Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an "Extending Lender"), it will notify the Agent, in writing, of its decision to do so within 30 days after receipt of such notice from the Agent but in any event, no later than 15 days prior to the next anniversary of the Effective Date. The Commitment of any Lender that fails to accept the Borrower's request for extension of the Termination Date (a "Declining Lender") shall be terminated on the Termination Date originally in effect (without regard to extension by other Lenders). The Borrower shall have the right to first, accept from the Extending Lenders increases in their respective Commitments by an aggregate amount up to the amount of all Declining Lenders' Commitments and second, to identify assignees (reasonably acceptable to the Agent) that agree to accept assignments of Commitments ("Replacement Lenders") in an amount equal to the amount of all Declining Lenders' Commitments not otherwise assumed by Extending Lenders, in each case by requiring each Declining Lender to assign in full its rights and obligations under this Agreement to one or more extending Lenders or Replacement Lenders; provided that (i) such assignment is otherwise in compliance with Section 8.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date specified by the Borrower and agreed to by the applicable Extending Lenders or
Commitment Extension. 55 SECTION 8.11. Execution in Counterparts...................................................... 55 SECTION 8.12. Confidentiality................................................................ 56 SECTION 8.13. Termination.................................................................... 56 SECTION 8.14. Jurisdiction, Etc.............................................................. 56 SECTION 8.15.
Commitment Extension. Lessee may request Lessor to extend the Outside Completion Date for an additional period of one (1), two (2), three (3), four (4), five (5) or six (6) months by appropriately completing, executing and delivering to Agent a written request in the form of Exhibit F(1) (a "Commitment Extension Request"). Lessee shall deliver the Commitment Extension Request to Agent not more than three (3) months and not less than two (2) months before the original Outside Completion Date. Agent shall promptly deliver to Lessor and each Participant three (3) copies of each Commitment Extension Request received by Agent. If Lessor or a Participant, in its sole and absolute discretion, consents to the Commitment Extension Request, such Person shall evidence such consent by executing and returning two (2) copies of the Commitment Extension Request to Agent not later than the last Business Day which is not less than twelve (12) Business Days prior to the original Outside Completion Date. Any failure by Lessor or any Participant so to execute and return a Commitment Extension Request shall be deemed a denial thereof. If Lessee shall deliver a Commitment Extension Request to Lessor pursuant to the first sentence of this Subparagraph 2.09(a), then not later than ten (10) Business Days prior to the original
Commitment Extension. 66 SECTION 9.10. Confidentiality ............................................ 66 SECTION 9.11. Governing Law .............................................. 67 SECTION 9.12. Execution in Counterparts .................................. 67 SECTION 9.13. Judgment .................................................. 67 SECTION 9.14. Jurisdiction, Etc. ........................................ 67 4 FIVE YEAR CREDIT AGREEMENT Dated as of November 4, 1996 COCA-COLA ENTERPRISES INC., a Delaware corporation (the "Company") Bottling Holdings (Great Britain) Ltd., a corporation organized under the laws of England ("UK Holdings" and, together with the Company, the "Initial Borrowers"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK INTERNATIONAL PLC ("Citibank International"), as agent (the "Agent") for the Lenders (as hereinafter defined) and BANK OF AMERICA NT&SA, DEUTSCHE BANK AG, NEW YORK BRANCH, NATIONSBANK, N.A. and UNION BANK OF SWITZERLAND, as co-agents (the "Co-Agents") for the Lenders, agree as follows:
Commitment Extension. (a) At least 30 days prior to the first and/or second anniversary of the Restatement Date, the Borrower, by notice to the Administrative Agent in the form attached hereto as Exhibit F (each a “Commitment Extension Notice”), request an extension of the Maturity Date in effect at such time by one year (each a “Commitment Extension”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date.
