Common use of Extended Revolving Commitments Clause in Contracts

Extended Revolving Commitments. (a) The Borrowers may, with the consent of each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (a) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such Class). (b) Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving Commitment. (c) The provisions of this Section 2.20 shall override any provision of Section 9.02 to the contrary.

Appears in 3 contracts

Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Credit Agreement (Dole Food Co Inc)

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Extended Revolving Commitments. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.15. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be substantially identical to those applicable to the Existing Revolving Commitments, as determined by the Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a Lender shall have objected thereto in writing within five (5) Business Days and has set forth such Lender’s objections with specificity), except that: (i) the maturity date of the Extended Revolving Commitments shall be later than the maturity date of the Existing Revolving Commitments; (ii) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments, (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or in lieu of any of the items contemplated by the preceding clause (A) and/or (C) the undrawn revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments; (iii) subject to the foregoing clauses (i) and (ii), the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that (x) apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments) or (y) are also added for the benefit of all Lenders holding Existing Revolving Commitments; (iv) no existing Lender shall be required to provide any Extended Revolving Commitments and no Existing Revolving Commitments will become Extended Revolving Commitments without such party’s affirmative consent thereto; and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (b) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the Borrower proposes that the conversion of an Existing Class into an Extended Class shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent. Each Lender of an Existing Class that is requested to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each Person providing other Lender of such Existing Class. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Existing Class subject to such Extension Request converted into an Extended Class shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Class subject to such Extension Request that it has elected to convert into an Extended Class. In the event that the aggregate portion of the Existing Class subject to Extension Elections exceeds the amount of the Extended Class requested pursuant to the Extension Request, the portion of the Existing Class converted shall be allocated on a pro rata basis based on the amount of the Existing Class included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving CommitmentsCommitment shall be treated identically with all Existing Revolving Commitments for purposes of the obligations of a Revolving Lender in respect of Swingline Loans under Section 2.01(c) and Letters of Credit under Section 2.03, amend this Agreement pursuant to an except that the applicable Additional Credit Extension Amendment may provide that the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to provide for Extended Revolving Commitments make Swingline Loans and to incorporate issue Letters of Credit may be continued so long as the terms of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to Swingline Lender and/or the applicable Revolving Commitments; provided L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that (i) the establishment no consent of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in other Lender (other than the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (aExtending Lenders) shall be required in a minimum principal amount connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of $50,000,000 (orthe Swingline Lender or each L/C Issuer, if less, as the entire remaining amount of such Class)case may be. (bc) An Extended Revolving Commitments Class shall be established pursuant to an Additional Credit Extension Amendment executed by the Extending Lenders (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender). No Additional Credit Extension Amendment shall provide for any Class of Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. (d) Notwithstanding anything to the contrary contained in this Agreement, on the Extension Effective Date, (i) the amount of each Existing Revolving Commitment shall be deemed reduced by an amount equal to the amount converted into an Extended Revolving Commitment and (ii) if, on any Extension Effective Date, any Loans of any Extending Lender are outstanding under the applicable Existing Revolving Commitments, such Loans (and any related participations) shall be deemed to be converted into Loans (and related participations) made pursuant to the Extended Revolving Commitments in the same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving Commitments. (e) This Section 2.15 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. Each Extended Class shall be documented by an Additional Credit Extension Amendment executed by the Extending Lenders providing such Extended Class (and the other persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the Borrowers, other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and each Lender providing an the Borrower to effect the provisions of this Section 2.15. (f) The Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such extension that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and which may be waived by the Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitment Commitments on such terms as may be set forth in the relevant Extension Request (which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving Commitment. (c) The foregoing provisions of this Section 2.20 shall override 2.15)) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.12 and 11.01) or any other Credit Document that may otherwise prohibit or conflict with any such extension or any other transaction contemplated by this Section 9.02 to the contrary2.15.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)

Extended Revolving Commitments. (a) The Borrowers maySubject to the terms and conditions set forth herein, with on the consent Amendment No. 4 Effective Date, (i) each Continuing Revolving Lender agrees to continue all or a portion of each Person providing an Extended its Existing Revolving Commitment, the Administrative Agent and any Person acting Commitments as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and (ii) each Additional Revolving Lender agrees to incorporate the terms of such make available Additional Extended Revolving Commitments into on such date to the Borrowers in a principal amount equal to such Additional Revolving Lender’s Additional Extended Revolving Commitment. For purposes hereof, an Additional Revolving Lender shall become party to the Credit Agreement as of the Amendment No. 4 Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment No. 4 Effective Date, a signed counterpart to this Agreement on substantially the same basis in its capacity as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (a) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such Class)Lender. (b) Each Additional Revolving Lender will make its Additional Extended Revolving Commitments shall be established pursuant available on the Amendment No. 4 Effective Date in an amount equal to an its Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing an Extended Revolving Commitment which shall Commitment. The Additional Extended Revolving Commitments will be consistent with such amount (not exceeding any commitment offered by such Additional Revolving Lender) allocated to it by the provisions 2019 Amendment Lead Arrangers and notified to it on or prior to the Amendment No. 4 Effective Date and as is set forth above (but which shall not require on Schedule 2.01 of the consent Credit Agreement. The commitments of the Additional Revolving Lenders and the continuation undertakings of the Continuing Revolving Lenders are several and no such Lender will be responsible for any other Lender other than those consents required pursuant such Lender’s failure to this Agreement)make or acquire by continuation its Extended Revolving Commitments. Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that The Extended Revolving Loans under the Extended Revolving Commitments are provided with may from time to time be ABR Loans or Eurodollar Loans, as determined by the benefit US Borrower, as applicable, and notified to the Administrative Agent as contemplated by Section 2.06 of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving CommitmentCredit Agreement. (c) The obligation of each Extended Revolving Lender to make available or continue Extended Revolving Commitments on the Amendment No. 4 Effective Date is subject to the satisfaction of the conditions set forth in Section 6 of this Agreement. (d) The provisions of this Section 2.20 the Existing Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall override any provision continue in full force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of Section 9.02 such Lender’s Existing Revolving Commitments immediately prior to the contrary.Amendment No. 4

Appears in 1 contract

Samples: Credit Agreement (Navistar International Corp)

Extended Revolving Commitments. (a) The Borrowers mayOn the Amendment Effective Date, with the consent all Existing Revolving Commitments of each Person providing an Extended Revolving Commitment, Lender that has consented to this Fourth Amendment shall be hereby automatically and irrevocably terminated (it being understood that all (or such lesser amount as set forth on the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms applicable signature pages hereto) of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Existing Revolving Commitments shall be automatically replaced with Extended Revolving Commitments). If, on the Amendment Effective Date, there are any Existing Revolving Loans outstanding, such Existing Revolving Loans shall, on the Amendment Effective Date, be prepaid to the Lenders thereof from the proceeds of Revolving Loans made under the Amended Credit Agreement, which prepayment will be accompanied by a corresponding reduction accrued interest on such Existing Revolving Loans being prepaid and any costs incurred by any Lender in the Revolving Commitments accordance with Section 2.16 of the applicable ClassCredit Agreement, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed subject to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (ac) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such Class)below. (b) The commitments of the Additional Revolving Lenders and the undertakings of the Exchanging Revolving Lenders are several and no such Extending Revolving Lender will be responsible for any other Extending Revolving Lender’s failure to make, acquire or exchange Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing an Loans or Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the LendersCommitments, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving Commitmentapplicable. (c) The provisions Each Exchanging Revolving Lender hereby waives any breakage loss or expenses due and payable to it by the Borrower pursuant to Section 2.16 of this Section 2.20 shall override any provision of Section 9.02 the Credit Agreement with respect to the contraryprepayment of its Existing Revolving Loans as contemplated by this Fourth Amendment on a date other than the last day of the Interest Period relating to such Existing Revolving Loans. (d) Extended Revolving Loans made on the Amendment Effective Date, if any, shall initially be Eurodollar Revolving Loans, with an Interest Period commencing on the Amendment Effective Date and ending on the date specified by the Borrower in the applicable Borrowing Request delivered by it pursuant to Section 4.1(k) (k) below. (e) Each Additional Revolving Lender acknowledges and agrees that, as of the Amendment Effective Date, it shall be a “Lender” and a “Revolving Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (f) Each Additional Revolving Lender represents and warrants that: (i) it is sophisticated with respect to decisions to provide assets of the type represented by the Extended Revolving Commitments and either it, or the Person exercising discretion in making its decision to provide the Extended Revolving Commitments, is experienced in providing assets of such type; and (ii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to provide Extended Revolving Commitments.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Extended Revolving Commitments. (a) The Borrowers mayEffective as of the Fifth Amendment Effective Date, with on the consent of terms and subject to the conditions set forth herein, (x) each Person providing an Extending Revolving Lender shall be deemed to have automatically exchanged (on a dollar-for-dollar basis) its Existing Revolving Commitments for 2021 Extended Revolving Commitment, Commitments in the amount set forth opposite such Extending Revolving Lender’s name on Schedule I hereto (it being understood and agreed by the parties hereto that the requirement pursuant to Section 2.16(3) of the Existing Credit Agreement that the Borrower deliver the applicable Extension Request in respect of the Revolving Commitment Extension to the Administrative Agent not less than five (5) Business Days prior to the date on which the Lenders holding Existing Revolving Commitments are required to respond thereto is deemed satisfied hereby) and any Person acting as swingline lender or issuing bank (y) each Revolving Loan (if any) then-outstanding under such Extended Existing Revolving Commitments, amend this Agreement Commitments being exchanged pursuant to an Additional Credit Extension Amendment the foregoing clause (x) shall automatically be deemed to provide for be outstanding under the 2021 Extended Revolving Commitments and to incorporate the terms of such shall constitute 2021 Extended Revolving Commitments into Loans (the transactions described in this Agreement on substantially Section 2(a), the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (a) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such ClassExtension”). (b) The 2021 Extended Revolving Commitments shall (x) constitute a Revolving Extension Series for all purposes of the Amended Credit Agreement, (y) constitute a separate class from the Existing Revolving Commitments and (z) have terms identical to those applicable to the Existing Revolving Commitments, except that the Maturity Date applicable to such 2021 Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the BorrowersOctober 31, the Administrative Agent and each Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving Commitment2023. (c) The provisions From and after the Fifth Amendment Effective Date, (i) the Extending Revolving Lenders shall constitute “Revolving Lenders” and “Lenders”, (ii) the 2021 Extended Revolving Commitments shall constitute “Revolving Commitments” and “Commitments” and (iii) the 2021 Extended Revolving Loans shall constitute “Revolving Loans” and “Loans”, in each case, for all purposes of this Section 2.20 shall override any provision of Section 9.02 to the contraryAmended Credit Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Superior Industries International Inc)

Extended Revolving Commitments. (a) The Borrowers maySubject to the terms and conditions set forth herein, with on the consent Amendment No. 1 Effective Date, (i) each Continuing Revolving Lender agrees to continue all or a portion of each Person providing an Extended its Existing Revolving Commitment, the Administrative Agent and any Person acting Commitments as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and (ii) each Additional Revolving Lender agrees to incorporate the terms of such make available Additional Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect such date to the applicable Borrowers in a principal amount equal to such Additional Revolving Commitments; provided that (i) the establishment of any such Lender’s Additional Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable ClassCommitment. For purposes hereof, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment Lender shall become party to the Credit Agreement as of the Amendment No. 1 Effective Date by executing and (iii) any delivering to the Administrative Agent, on or prior to the Amendment No. 1 Effective Date, a signed counterpart to this Agreement in its capacity as an Extended Revolving Commitments provided pursuant to this clause (a) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such Class)Lender. (b) Each Additional Revolving Lender will make its Additional Extended Revolving Commitments shall be established pursuant available on the Amendment No. 1 Effective Date in an amount equal to an its Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing an Extended Revolving Commitment which shall Commitment. The Additional Extended Revolving Commitments will be consistent with such amount (not exceeding any commitment offered by such Additional Revolving Lender) allocated to it by the provisions Lead Arranger and notified to it on or prior to the Amendment No. 1 Effective Date and as is set forth above (but which shall not require on Schedule 2.01 of the consent Credit Agreement. The commitments of the Additional Revolving Lenders and the continuation undertakings of the Continuing Revolving Lenders are several and no such Lender will be responsible for any other Lender other than those consents required pursuant such Lender’s failure to this Agreement)make or acquire by continuation its Extended Revolving Commitments. Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that The Extended Revolving Loans under the Extended Revolving Commitments are provided with may from time to time be ABR Loans or Eurodollar Loans, as determined by the benefit Borrowers, as applicable, and notified to the Administrative Agent as contemplated by Section 2.06 of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving CommitmentCredit Agreement. (c) The obligation of each Extended Revolving Lender to make available or continue Extended Revolving Commitments on the Amendment No. 1 Effective Date is subject to the satisfaction of the conditions set forth in Section 6 of this Agreement. (d) The provisions of this the Existing Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of such Lender’s Existing Revolving Commitments. (e) To the extent Revolving Loans are outstanding on the Amendment No. 1 Effective Date, each Extended Revolving Lender shall make an Extended Revolving Loan on the Amendment No. 1 Effective Date in a manner contemplated by Section 2.20 2.06 of the Credit Agreement, the proceeds of which will be used to repay Existing Revolving Loans of the other Existing Revolving Lenders immediately prior to the Amendment No. 1 Effective Date, and participations in Letters of Credit shall override be reallocated among the Extended Revolving Lenders, so that, after giving effect thereto, the Extended Revolving Loans, Extended Revolving Commitments and participations in Letters of Credit outstanding on the Amendment No. 1 Effective Date are held by the Extended Revolving Lenders pro rata based on their Extended Revolving Commitments after giving effect to the Extended Revolving Commitments on the Amendment No. 1 Effective Date (the “Reallocation”). For the avoidance of doubt (a) commitment fees and interest shall be payable on the next date that fees and interest are payable pursuant to Section 4.07 and Section 4.08 of the Credit Agreement, respectively, and reflect the relative principal amounts of Extended Revolving Loans and participations in Letters of Credit held by the Revolving Lenders both before and after the Reallocation, and the US Borrower shall not be required to disburse an interest or fee payment to the Existing Revolving Lenders on the Amendment No. 1 Effective Date (although interest and fees shall accrue on such date) merely due to repayment of Existing Revolving Loans on such date pursuant to the Reallocation and (b) none of the notifications contemplated by Section 4.05(b) shall be required for any provision repayment of Existing Revolving Loans made pursuant to the Reallocation. Notwithstanding anything to the contrary herein, after giving effect to the Reallocation, (i) the Applicable Rate for the Extended Revolving Loans held by the Extended Revolving Lenders for the Interest Period in which the Amendment No. 1 Effective Date occurs shall be calculated to give effect to the Reallocation on and after the Amendment No. 1 Effective Date and (ii) the Interest Period in which the Amendment No. 1 Effective Date occurs shall not be changed. Each Extended Revolving Lender agrees that the prepayment of Existing Revolving Loans pursuant to the Reallocation shall not be considered a prepayment for purposes of Section 9.02 4.11 of the Credit Agreement. (f) The continuation of Continued Revolving Commitments may be implemented pursuant to other procedures specified by the contraryLead Arranger (in consultation with the Borrowers), including by repayment of Continued Revolving Commitments of a Continuing Revolving Lender from the proceeds of Extended Revolving Loans followed by a subsequent assignment to it of Extended Revolving Loans in the same amount.

Appears in 1 contract

Samples: Credit Agreement (Navistar International Corp)

Extended Revolving Commitments. (a) The Borrowers mayPursuant to Section 2.13 of the Credit Agreement, with effect from and including the consent of Amendment No. 3 Effective Date, each Person providing identified on the signature pages hereof as an Extended Extending Revolving Commitment, the Administrative Agent Lender has elected to become an Extending Revolving Lender and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms holder of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant shall become a party to this clause (a) shall be in Amendment and the Credit Agreement with all of the rights and obligations of a minimum principal amount of $50,000,000 (or, if less, “Lender” and an “Extending Lender” under the entire remaining amount of such Class)Credit Agreement and the other Credit Documents. (b) Pursuant to Section 2.13 of the Existing Credit Agreement, with effect from and including the Amendment No. 3 Effective Date, the Revolving Commitments outstanding immediately prior to the Amendment No. 3 Effective Date (collectively, the “Existing Revolving Commitments”) and the Revolving Loans outstanding immediately prior to the Amendment No. 3 Effective Date (collectively, the “Existing Revolving Credit Loans”), in each case, held by the Extending Revolving Lenders shall be automatically reclassified as Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing an Extended Revolving Commitment which shall be consistent with Loans, respectively, and, from and after the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement)Amendment No. Each Additional Credit Extension Amendment shall be binding on the Lenders3 Effective Date, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving CommitmentLoans shall, in each case, be outstanding under the Credit Agreement on the terms and conditions applicable thereto set forth in the Credit Agreement. (c) The provisions On the Amendment No. 3 Effective Date, the Existing Revolving Commitments and Existing Revolving Credit Loans held by each Lender that is a not an Extending Revolving Lender shall be automatically reclassified as Non-Extended Revolving Commitments and Non-Extended Revolving Loans, respectively, and, from and after the Amendment No. 3 Effective Date, such Non-Extended Revolving Commitments and Non-Extended Revolving Loans shall, in each case, be outstanding under the Credit Agreement on the terms and conditions applicable thereto set forth in the Credit Agreement. (d) Each of this Section 2.20 shall override the Borrower and the Administrative Agent hereby consents to the election by each Extending Revolving Lender to convert or exchange such Extending Revolving Lender’s Existing Revolving Commitments into Extended Revolving Commitments and such Extending Revolving Lender’s Existing Revolving Credit Loans, if any, into Extended Revolving Loans, in each case, to the extent such consent is required under Sections 2.13 and 13.04 or any other applicable provision of the Existing Credit Agreement. The Administrative Agent and each Extending Revolving Lender hereby waives any notice requirements set forth in Section 9.02 2.13 and 13.04 of the Existing Credit Agreement applicable to the contrarytransaction contemplated by this Amendment. This Amendment constitutes an Extension Amendment to the Existing Credit Agreement as referred to in Section 2.13(d) of the Existing Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Wynn Resorts LTD)

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Extended Revolving Commitments. (a) The Borrowers mayOn the Amendment Effective Date, with the consent all Existing Revolving Commitments of each Person providing an Extended Revolving Commitment, Lender that has consented to this Fourth Amendment shall be hereby automatically and irrevocably terminated (it being understood that all (or such lesser amount as set forth on the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms applicable signature pages hereto) of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Existing Revolving Commitments shall be automatically replaced with Extended Revolving Commitments). If, on the Amendment Effective Date, there are any Existing Revolving Loans outstanding, such Existing Revolving Loans shall, on the Amendment Effective Date, be prepaid to the Lenders thereof from the proceeds of Revolving Loans made under the Amended Credit Agreement, which prepayment will be accompanied by a corresponding reduction accrued interest on such Existing Revolving Loans being prepaid and any costs incurred by any Lender in the Revolving Commitments accordance with Section 2.16 of the applicable ClassCredit Agreement, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed subject to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (ac) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such Class)below. (b) The commitments of the Additional Revolving Lenders and the undertakings of the Exchanging Revolving Lenders are several and no such Extending Revolving Lender will be responsible for any other Extending Revolving Lender’s failure to make, acquire or exchange Extended Revolving Commitments Loans or Extended Revolving Commitments, as applicable. US-DOCS\107537322.18 (c) Each Exchanging Revolving Lender hereby waives any breakage loss or expenses due and payable to it by the Borrower pursuant to Section 2.16 of the Credit Agreement with respect to the prepayment of its Existing Revolving Loans as contemplated by this Fourth Amendment on a date other than the last day of the Interest Period relating to such Existing Revolving Loans. (d) Extended Revolving Loans made on the Amendment Effective Date, if any, shall initially be Eurodollar Revolving Loans, with an Interest Period commencing on the Amendment Effective Date and ending on the date specified by the Borrower in the applicable Borrowing Request delivered by it pursuant to Section 4.1(k) below. (e) Each Additional Revolving Lender acknowledges and agrees that, as of the Amendment Effective Date, it shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrowersa “Lender” and a “Revolving Lender” under, and for all purposes of, the Administrative Agent and each Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Amended Credit Extension Amendment shall be binding on the Lenders, the Loan Parties Agreement and the other parties hereto. In connection with any Additional Credit Extension AmendmentLoan Documents, the Loan Parties and the Administrative Agent shall enter into such amendments be subject to the Collateral Documents as may be reasonably requested and bound by the Administrative Agent terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (which shall not require any consent from any f) Each Additional Revolving Lender other than those consents provided pursuant represents and warrants that: (i) it is sophisticated with respect to this Agreement) in order decisions to ensure that provide assets of the type represented by the Extended Revolving Commitments are provided with and either it, or the benefit Person exercising discretion in making its decision to provide the Extended Revolving Commitments, is experienced in providing assets of such type; and (ii) it has received a copy of the applicable Collateral Documents Credit Agreement, and shall deliver has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, as applicable, and such other documents, certificates documents and opinions of counsel in connection therewith information as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation it deems appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to provide any Extended Revolving CommitmentCommitments. (c) The provisions of this Section 2.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Extended Revolving Commitments. (a) The Borrowers mayBorrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.15. In order to establish any Extended Revolving Commitments, the Borrower shall provide a notice to the Administrative Agent (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be substantially identical to those applicable to the Existing Revolving Commitments, as determined by the Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a Lender shall have objected thereto in writing within five (5) Business Days and has set forth such Xxxxxx’s objections with specificity), except that: (i) the maturity date of the Extended Revolving Commitments shall be later than the maturity date of the Existing Revolving Commitments; (ii) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments, (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or in lieu of any of the items contemplated by the preceding clause (A) and/or (C) the undrawn revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments; (iii) subject to the foregoing clauses (i) and (ii), the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that (iv) apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments) or (y) are also added for the benefit of all Lenders holding Existing Revolving Commitments; (v) no existing Lender shall be required to provide any Extended Revolving Commitments and no Existing Revolving Commitments will become Extended Revolving Commitments without such party’s affirmative consent thereto; and (vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. (b) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the Borrower proposes that the conversion of an Existing Class into an Extended Class shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent. Each Lender of an Existing Class that is requested to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each Person providing other Lender of such Existing Class. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Existing Class subject to such Extension Request converted into an Extended Class shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Class subject to such Extension Request that it has elected to convert into an Extended Class. In the event that the aggregate portion of the Existing Class subject to Extension Elections exceeds the amount of the Extended Class requested pursuant to the Extension Request, the portion of the Existing Class converted shall be allocated on a pro rata basis based on the amount of the Existing Class included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving CommitmentsCommitment shall be treated identically with all Existing Revolving Commitments for purposes of the obligations of a Revolving Lender in respect of Swingline Loans under Section 2.01(c) and Letters of Credit under Section 2.03, amend this Agreement pursuant to an except that the applicable Additional Credit Extension Amendment may provide that the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to provide for Extended Revolving Commitments make Swingline Loans and to incorporate issue Letters of Credit may be continued so long as the terms of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to Swingline Lender and/or the applicable Revolving Commitments; provided L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that (i) the establishment no consent of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in other Lender (other than the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (aExtending Lenders) shall be required in a minimum principal amount connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of $50,000,000 (orthe Swingline Lender or each L/C Issuer, if less, as the entire remaining amount of such Class)case may be. (bc) An Extended Revolving Commitments Class shall be established pursuant to an Additional Credit Extension Amendment executed by the Extending Lenders (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender). No Additional Credit Extension Amendment shall provide for any Class of Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. (d) Notwithstanding anything to the contrary contained in this Agreement, on the Extension Effective Date, (i) the amount of each Existing Revolving Commitment shall be deemed reduced by an amount equal to the amount converted into an Extended Revolving Commitment and (ii) if, on any Extension Effective Date, any Loans of any Extending Lender are outstanding under the applicable Existing Revolving Commitments, such Loans (and any related participations) shall be deemed to be converted into Loans (and related participations) made pursuant to the Extended Revolving Commitments in the same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving Commitments. (e) This Section 2.15 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. Each Extended Class shall be documented by an Additional Credit Extension Amendment executed by the Extending Lenders providing such Extended Class (and the other persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among and the Borrowers, other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and each Lender providing an the Borrower to effect the provisions of this Section 2.15. (f) The Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such extension that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and which may be waived by the Borrower) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitment Commitments on such terms as may be set forth in the relevant Extension Request (which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving Commitment. (c) The foregoing provisions of this Section 2.20 shall override 2.15)) and hereby waive the requirements of any provision of this Agreement (including Sections 2.06, 2.12 and 11.01) or any other Credit Document that may otherwise prohibit or conflict with any such extension or any other transaction contemplated by this Section 9.02 to the contrary2.15.

Appears in 1 contract

Samples: Revolving Credit Agreement (Akumin Inc.)

Extended Revolving Commitments. (a) The Borrowers maySubject to the terms and conditions set forth herein (i) each Continuing Revolving Lender agrees to continue all or a portion of its Existing Revolving Commitments as Extended Revolving Commitments on the date requested by the Borrower to be the Second Amendment Effective Date in a principal amount equal to such Existing Revolving Commitments and (ii) each Additional Revolving Lender agrees to make available Additional Extended Revolving Commitments on such date to the Borrower in a principal amount equal to such Additional Revolving Lender’s Extended Revolving Commitment (as defined below). For purposes hereof, with a Person may become a party to the consent of each Person providing Credit Agreement as amended hereby and an Extended Revolving CommitmentLender as of the Second Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Second Amendment Effective Date, a signed counterpart to this Agreement in its capacity as an Extended Revolving Lender. The Borrower shall give notice to the Administrative Agent of the proposed Second Amendment Effective Date not later than one Business Day prior thereto, and any Person acting as swingline lender or issuing bank under such the Administrative Agent shall notify each Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable Class, (ii) any reduction in the applicable Revolving Commitments may, at the option of the Borrowers, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) any Extended Revolving Commitments provided pursuant to this clause (a) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such Class)thereof. (b) Each Additional Revolving Lender will make its Extended Revolving Commitments shall be established pursuant available on the Second Amendment Effective Date by making available to an Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing Agent, in the manner contemplated by Section 2.5 of the Credit Agreement, an amount equal to its Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent Commitment. The “Extended Revolving Commitment” of any other Additional Revolving Lender other than those consents required pursuant will be such amount (not exceeding any commitment offered by such Additional Revolving Lender) allocated to this Agreement)it by the Lead Arranger and notified to it on or prior to the Second Amendment Effective Date. Each The commitments of the Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties Revolving Lenders and the continuation undertakings of the Continuing Revolving Lenders are several and no such Lender will be responsible for any other parties heretosuch Lender’s failure to make or acquire by continuation its Extended Revolving Commitments. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that The Extended Revolving Loans under the Extended Revolving Commitments are provided may from time to time be ABR Loans or Eurodollar Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Section 2.10 of the Credit Agreement. The Extended Revolving Lenders hereby agree to waive any indemnity claim for LIBOR breakage costs under Section 2.18 of the Credit Agreement in connection with the benefit prepayment or replacement of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Existing Revolving CommitmentLoans contemplated hereby. (c) The obligation of each Extended Revolving Lender to make available or continue Extended Revolving Commitments on the Second Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 7 of this Agreement. (d) On and after the Second Amendment Effective Date, the Credit Agreement is hereby amended so that each reference in the Credit Agreement to “Revolving Loans” and “Revolving Commitments” shall be deemed a reference to the Extended Revolving Loans and Extended Revolving Commitments contemplated hereby, respectively, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of this the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of such Lender’s Existing Revolving Commitments. (e) Each Extended Revolving Lender shall make an Extended Revolving Loan on the Second Amendment Effective Date, the proceeds of which will be used to repay Revolving Loans of the other Revolving Lenders immediately prior to the Second Amendment Effective Date, and participations in Letters of Credit shall be reallocated among the Extended Revolving Lenders, so that, after giving effect thereto, the Extended Revolving Loans, Extended Revolving Commitments and participations in Letters of Credit outstanding on the Second Amendment Effective Date are held by the Extended Revolving Lenders pro rata based on their Extended Revolving Commitments after giving effect to the Extended Revolving Commitments on the Second Amendment Effective Date (the “Reallocation”). For the avoidance of doubt (a) commitment fees and interest shall be payable on the next date that fees and interest are payable pursuant to Section 2.20 2.6 and Section 2.12 of the Credit Agreement, respectively, and reflect the relative principal amounts of Extended Revolving Loans and participations in Letters of Credit held by the Revolving Lenders both before and after the Reallocation, and the Borrower shall override not be required to disburse an interest or fee payment to the Revolving Lenders on the Second Amendment Effective Date (although interest and fees shall accrue on such date) merely due to receiving payment of Revolving Loans on such date pursuant to the Reallocation and (b) none of the notifications contemplated by Section 2.8 shall be required for any provision repayment of Revolving Loans made pursuant to the Reallocation. Notwithstanding anything to the contrary herein, after giving effect to the Reallocation, (i) the Applicable Margin for the Extended Revolving Loans held by the Extended Revolving Lenders for the Interest Period in which the Second Amendment Effective Date occurs shall be calculated to give effect to the Reallocation on and after the Second Amendment Effective Date and (ii) the Interest Period in which the Second Amendment Effective Date occurs shall not be changed. Each Extended Revolving Lender agrees that the prepayment of Revolving Loans pursuant to the Reallocation shall not be considered a prepayment for purposes of Section 9.02 2.18 of the Credit Agreement. (f) The continuation of Continued Revolving Commitments may be implemented pursuant to other procedures specified by the contraryLead Arranger (in consultation with the Borrower), including by repayment of Continued Revolving Commitments of a Continuing Revolving Lender from the proceeds of Extended Revolving Loans followed by a subsequent assignment to it of Extended Revolving Loans in the same amount.

Appears in 1 contract

Samples: Credit Agreement (Gartner Inc)

Extended Revolving Commitments. (a) The Borrowers Borrower may, with the consent of each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Revolving Commitments and to incorporate the terms of such Extended Revolving Commitments into this Agreement on substantially the same basis as provided with respect to the applicable Revolving Commitments; provided that (i) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments of the applicable Class, and (ii) any reduction in the applicable Revolving Commitments may, at the option of the BorrowersBorrower, be directed to a disproportional reduction of such the Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iii) Commitment. No Lender shall have any obligation to agree to have any of its Revolving Loans of any Class converted into Extended Revolving Commitments provided pursuant to this clause (a) shall be in a minimum principal amount of $50,000,000 (or, if less, the entire remaining amount of such Class)Commitments. (b) Any Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the BorrowersBorrower, the Administrative Agent and each Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required provided pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Additional Credit Extension Amendment, the Loan Parties and the Administrative Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender other than those consents provided pursuant to this Agreement) in order to ensure that the Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent. No Lender shall be under any obligation to provide any Extended Revolving Commitment. (c) The provisions of this Section 2.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Caseys General Stores Inc)

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