Common use of Extended Term Loans and Extended Revolving Commitments Clause in Contracts

Extended Term Loans and Extended Revolving Commitments. (a) Parent Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent with this Section 2.17. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 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, such Extended Revolving Commitment 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17.

Appears in 6 contracts

Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)

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Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Tranche B Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments or the 2018 Extended Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C IssuerRevolving Commitments or 2018 Extended Revolving Commitments, as applicable, have consented and (ii) any reduction in the Revolving Commitments or 2018 Extended Revolving Commitments, as applicable, may, at the option of the Borrower, be directed to such extensions in their sole discretion (it being understood that no consent a disproportional reduction of the Revolving Commitments or 2018 Extended Revolving Commitments of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified Lender other than those consents provided in the definition of Additional Credit Extension Amendment but no other existing Lenderthis Section 2.21). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.21 shall override any provision of Section 9.02 to the contrary.

Appears in 3 contracts

Samples: Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Holdings Corp)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment, (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Yield for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Lenders providing such Extended existing Term Loans Lenders, in addition each case, to any of the items contemplated by extent provided in the preceding clause (A);applicable Additional Credit Extension Amendment, and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Tranche B-1 Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified Lender other than those consents provided in the definition of Additional Credit Extension Amendment but no other existing Lenderthis Section 2.21). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Security 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This The provisions of this Section 2.17 2.21 shall supersede override any provisions in provision of Section 2.12 or Section 11.01 9.02 to the contrary. Each Extended Class No conversion of Loans pursuant to any extension in accordance with this Section 2.21 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 constitute a voluntary or mandatory payment or prepayment for such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions purposes of this Section 2.17Agreement.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Select Medical Holdings Corp), First Lien Credit Agreement (Select Medical Corp), First Lien Credit Agreement (Select Medical Corp)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment, (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Yield for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Lenders providing such Extended existing Term Loans Lenders, in addition each case, to any of the items contemplated by extent provided in the preceding clause (A);applicable Additional Credit Extension Amendment, and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Tranche B Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified Lender other than those consents provided in the definition of Additional Credit Extension Amendment but no other existing Lenderthis Section 2.21). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Security 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This The provisions of this Section 2.17 2.21 shall supersede override any provisions in provision of Section 2.12 or Section 11.01 9.02 to the contrary. Each Extended Class No conversion of Loans pursuant to any extension in accordance with this Section 2.21 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 constitute a voluntary or mandatory payment or prepayment for such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions purposes of this Section 2.17Agreement.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Select Medical Corp), First Lien Credit Agreement (Select Medical Corp)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class Tranche of Term Loans (each, an “Existing Term Loan Tranche”) or the Loans then‑existing Revolving Commitments (the “Existing Revolving Commitments”), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such applicable ClassExisting Term Loan Tranche (any such Term Loans which have been so converted, the “Extended Term Loans”) with or such Existing Revolving Commitments (any such Revolving Commitments which have been so converted, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.172.14. In order to establish any Extended Term LoansLoans or Extended Revolving Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Term Lenders or each of the Revolving Lenders under the applicable Existing Term Loan Tranche or Existing Revolving Commitments, as applicable) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans or Extended Revolving Commitments to be established, which shall (x) be substantially identical as offered to each Term Lender under the relevant Existing Term Loan Tranche and/or be identical as offered to each Revolving Lender under the relevant Existing Revolving Commitments, as applicable (in each case, including as to the proposed interest rates and fees payable) and (y) be identical to those applicable to the Term Loans under the relevant Existing Term Loans Loan Tranche from which such Extended Term Loans are to be converted or the Revolving Loans under the relevant Existing Revolving Commitments from which the Extended Revolving Commitments are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity)applicable, except that: : (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that Loan Tranche to the amortization payments extent provided in the applicable Extension Amendment; (ii) repayments of principal with respect of the Extended Revolving Commitments may be delayed to such Extended Term Loans for later dates than the period prior Maturity Date applicable to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; Revolving Commitments; (Aiii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Effective Yield with respect to the Extended Term Loans or the interest rate and fees on the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Effective Yield for the Term Loans of such Existing Term Loans Loan Tranche or the interest rate and (B) additional fees and/or premiums may be payable of such Existing Revolving Commitments, as applicable, to the Extending Lenders providing extent provided in the applicable Extension Amendment; (iv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans in addition or Extended Revolving Commitments); (v) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any of the items contemplated by the preceding clause such proceeds to prepay such Extended Term Loans; (A); (ivvi) the Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment premiumsof such Extended Term Loans) and mandatory prepayment terms as may be agreed between by the Parent Borrower and the Extending Lenders so long as thereof; and (vii) such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties or Extended Revolving Commitments may be subject to covenants and have other terms for (other than those described in the benefit of the Extending Lenders preceding clauses (i) through (vi)) that apply only after the Final Maturity Date differ from those of the Existing Term Loans (before giving effect Loan Tranche or Existing Revolving Commitments, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans); and (vi) no existing Lender Loans or Extended Revolving Commitments than the provisions applicable to the Existing Term Loan Tranche or Existing Revolving Commitments, as applicable, or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans or Extended Revolving Commitments converted pursuant to any Extension Request shall be required designated a series (each, an “Extension Series”) of Extended Term Loans or Extended Revolving Commitments, as applicable, for all purposes of this Agreement; provided that, subject to providethe requirements set forth above, consent to or convert into any Extended Term Loans and no Loans of converted from an Existing Term Loan Tranche or Extended Revolving Commitments converted from Existing Revolving Commitments may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Lenders will be converted without such party’s affirmative consent theretoExisting Term Loan Tranche or Existing Revolving Commitments, as applicable. (b) The Borrowers may at any time and from time With respect 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice subject to the Administrative Agent (a “Revolving provisions of Section 2.17(o), to the extent dealing with Letters of Credit Extension Request”) setting forth which mature or expire after the proposed terms of the Extended Revolving Commitments to be established, which terms shall be substantially identical to those Maturity Date applicable to the Existing Revolving Commitments, as determined by the Parent Borrower in good faith and such determination all Letters of Credit shall be conclusive evidence that such terms are substantially identical to such Existing participated in on a pro rata basis by all Lenders with Revolving Commitment Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (unless a Lender shall have objected thereto and, except as provided in writing within 5 Business Days and has set forth such Lender’s objections with specificitySection 2.17(o), without giving effect to changes thereto on the Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except that: for (ix) the maturity date payments of the interest and fees at different rates on Extended Revolving Commitments shall be later than the maturity date of the Existing Revolving Commitments; (iiand related outstandings) and (Ay) 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 and/or (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or in lieu of repayments required upon 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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing any Revolving Commitments (before giving effect to the or Extended Revolving Commitments); and (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. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Class into an Extended Class Term Loan Tranche or Existing Revolving Commitments are requested to respond, and shall agree to such procedures, if any, as may be effectiveestablished by, which shall be a date reasonably satisfactory to or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. Each No Lender shall have any obligation to agree to have any of an its Term Loans of any Existing Class that is requested Term Loan Tranche converted into Extended Term Loans or of any Existing Revolving Commitments converted into Extended Revolving Commitments pursuant to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each other Lender of such Existing Classany Extension Request. Any Lender (to the extent applicableeach, an “Extending Lender”) wishing to have all or a portion of its Existing Class Loans or Commitments subject to such Extension Request converted into an Extended Class Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Class subject to such Extension Request that Term Loan Tranche or its Existing Revolving Commitments which it has elected to convert request be converted into an Extended ClassTerm Loans or Extended Revolving Commitments, as applicable, (subject to any minimum denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate portion principal amount of Term Loans under the applicable Existing Class subject to Extension Elections Term Loan Tranche exceeds the amount of the Extended Class Term Loans requested pursuant to the such Extension Request, the portion Term Loans of the such Existing Class converted Term Loan Tranche subject to such Extension Elections shall be allocated converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in such Extension Elections, subject to such rounding requirements as may be established by the Administrative Agent. In the event that the aggregate principal amount of Existing Class Revolving Commitments subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Commitments requested pursuant to such Extension Request, Revolving Commitments subject to such Extension Elections shall be converted to Extended Revolving Commitments on a pro rata basis based on the aggregate principal amount of Revolving Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may beElections. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17.

Appears in 2 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class Tranche of Term Loans (each, an “Existing Term Loan Tranche”) or the Loans then-existing Revolving Commitments (the “Existing Revolving Commitments”), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such applicable ClassExisting Term Loan Tranche (any such Term Loans which have been so converted, the “Extended Term Loans”) with or such Existing Revolving Commitments (any such Revolving Commitments which have been so converted, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.172.14. In order to establish any Extended Term LoansLoans or Extended Revolving Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Term Lenders or each of the Revolving Lenders under the applicable Existing Term Loan Tranche or Existing Revolving Commitments, as applicable) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans or Extended Revolving Commitments to be established, which shall (x) be substantially identical as offered to each Term Lender under the relevant Existing Term Loan Tranche and/or be identical as offered to each Revolving Lender under the relevant Existing Revolving Commitments, as applicable (in each case, including as to the proposed interest rates and fees payable) and (y) be identical to those applicable to the Term Loans under the relevant Existing Term Loans Loan Tranche from which such Extended Term Loans are to be converted or the Revolving Loans under the relevant Existing Revolving Commitments from which the Extended Revolving Commitments are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity)applicable, except that: : (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that Loan Tranche to the amortization payments extent provided in the applicable Extension Amendment; (ii) repayments of principal with respect of the Extended Revolving Commitments may be delayed to such Extended Term Loans for later dates than the period prior Maturity Date applicable to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; Revolving Commitments; (Aiii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Effective Yield with respect to the Extended Term Loans or the interest rate and fees on the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Effective Yield for the Term Loans of such Existing Term Loans Loan Tranche or the interest rate and (B) additional fees and/or premiums may be payable of such Existing Revolving Commitments, as applicable, to the Extending Lenders providing extent provided in the applicable Extension Amendment; (iv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans in addition or Extended Revolving Commitments); (v) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any of the items contemplated by the preceding clause such proceeds to prepay such Extended Term Loans; (A); (ivvi) the Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment premiumsof such Extended Term Loans) and mandatory prepayment terms as may be agreed between by the Parent Borrower and the Extending Lenders so long as thereof; and (vii) such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties or Extended Revolving Commitments may be subject to covenants and have other terms for (other than those described in the benefit of the Extending Lenders preceding clauses (i) through (vi)) that apply only after the Final Maturity Date differ from those of the Existing Term Loans (before giving effect Loan Tranche or Existing Revolving Commitments, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans); and (vi) no existing Lender Loans or Extended Revolving Commitments than the provisions applicable to the Existing Term Loan Tranche or Existing Revolving Commitments, as applicable, or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans or Extended Revolving Commitments converted pursuant to any Extension Request shall be required designated a series (each, an “Extension Series”) of Extended Term Loans or Extended Revolving Commitments, as applicable, for all purposes of this Agreement; provided that, subject to providethe requirements set forth above, consent to or convert into any Extended Term Loans and no Loans of converted from an Existing Term Loan Tranche or Extended Revolving Commitments converted from Existing Revolving Commitments may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Lenders will be converted without such party’s affirmative consent theretoExisting Term Loan Tranche or Existing Revolving Commitments, as applicable. (b) The Borrowers may at any time and from time With respect 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice subject to the Administrative Agent (a “Revolving provisions of Section 2.17(o), to the extent dealing with Letters of Credit Extension Request”) setting forth which mature or expire after the proposed terms of the Extended Revolving Commitments to be established, which terms shall be substantially identical to those Maturity Date applicable to the Existing Revolving Commitments, as determined by the Parent Borrower in good faith and such determination all Letters of Credit shall be conclusive evidence that such terms are substantially identical to such Existing participated in on a pro rata basis by all Lenders with Revolving Commitment Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (unless a Lender shall have objected thereto and, except as provided in writing within 5 Business Days and has set forth such Lender’s objections with specificitySection 2.17(o), without giving effect to changes thereto on the Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except that: for (ix) the maturity date payments of the interest and fees at different rates on Extended Revolving Commitments shall be later than the maturity date of the Existing Revolving Commitments; (iiand related outstandings) and (Ay) 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 and/or (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or in lieu of repayments required upon 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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing any Revolving Commitments (before giving effect to the or Extended Revolving Commitments); and (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. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Class into an Extended Class Term Loan Tranche or Existing Revolving Commitments are requested to respond, and shall agree to such procedures, if any, as may be effectiveestablished by, which shall be a date reasonably satisfactory to or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. Each No Lender shall have any obligation to agree to have any of an its Term Loans of any Existing Class that is requested Term Loan Tranche converted into Extended Term Loans or of any Existing Revolving Commitments converted into Extended Revolving Commitments pursuant to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each other Lender of such Existing Classany Extension Request. Any Lender (to the extent applicableeach, an “Extending Lender”) wishing to have all or a portion of its Existing Class Loans or Commitments subject to such Extension Request converted into an Extended Class Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Class subject to such Extension Request that Term Loan Tranche or its Existing Revolving Commitments which it has elected to convert request be converted into an Extended ClassTerm Loans or Extended Revolving Commitments, as applicable, (subject to any minimum denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate portion principal amount of Term Loans under the applicable Existing Class subject to Extension Elections Term Loan Tranche exceeds the amount of the Extended Class Term Loans requested pursuant to the such Extension Request, the portion Term Loans of the such Existing Class converted Term Loan Tranche subject to such Extension Elections shall be allocated converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in such Extension Elections, subject to such rounding requirements as may be established by the Administrative Agent. In the event that the aggregate principal amount of Existing Class Revolving Commitments subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Commitments requested pursuant to such Extension Request, Revolving Commitments subject to such Extension Elections shall be converted to Extended Revolving Commitments on a pro rata basis based on the aggregate principal amount of Revolving Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may beElections. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17.

Appears in 2 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term A-1 Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Borrower, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$200,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 2 contracts

Samples: Restatement Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $20,000,000 (or such lesser amount as the Loans of such applicable Class, the Administrative Agent may agree) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than than, or be reduced to a lesser amount than, the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the pricing terms, including interest rates (including through fixed margins and interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of at the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any time such Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoare incurred. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least ten (10) Business Days, or such shorter period as the Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Borrower, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$10,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 2 contracts

Samples: Restatement Agreement (Cable One, Inc.), Credit Agreement (Cable One, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment, (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Yield for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Lenders providing such Extended existing Term Loans Lenders, in addition each case, to any of the items contemplated by extent provided in the preceding clause (A);applicable Additional Credit Extension Amendment, and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Tranche B Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender, an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with only the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified Lender other than those consents provided in the definition of Additional Credit Extension Amendment but no other existing Lenderthis Section 2.21). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Security 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as Administrative Agent. Notwithstanding anything herein to the contrary, with respect to any amendment to an existing Mortgage relating to Mortgaged Property located in New Jersey and Ohio, the Borrower shall not be required to deliver to the Administrative Agent or the Collateral Agent a datedown endorsement to any existing mortgage title policy relating to such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsMortgaged Property. (f) This The provisions of this Section 2.17 2.21 shall supersede override any provisions in provision of Section 2.12 or Section 11.01 9.02 to the contrary. Each Extended Class No conversion of Loans pursuant to any extension in accordance with this Section 2.21 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 constitute a voluntary or mandatory payment or prepayment for such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions purposes of this Section 2.17Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Any Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan A Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower Agent shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower Agent). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower Agent). (d) The Borrower Agent may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower Agent, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. No Lender shall have any obligation to agree to have any of its Revolving Loans of any Class converted into Extended Revolving Commitments. (de) An Any Extended Class Term Loans and any Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower Agent, the applicable Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents provided pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Collateral Documents (other than during a Collateral Suspension Period) 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents (other than during a Collateral Suspension Period) and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (Delphi Technologies PLC), Credit Agreement (Delphi Technologies PLC)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent in accordance with this Section 2.172.23(a). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans, and the Weighted Average Life to Maturity of such Extended Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extensionLoans; (iii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and and/or (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders;Lenders of the applicable Class; and (v) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers Borrower may at any time and from time to time request that all or a portion of the Revolving Facility Commitments of any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new Class of Revolving Facility Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent in accordance with this Section 2.172.23(b). In order to establish any Extended Revolving Commitments, the Borrowers Borrower shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent Borrower in good faith and Commitments from which such determination shall Extended Revolving Commitments are to be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted 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 (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn revolving commitment fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (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 subclause (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) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Revolving Facility Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 AgentBusiness Day. 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 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; provided that (x) the Borrower may specify in its Extension Request that a Lender may convert all (but not less than all) of its Existing Class into the Extended Class, in which event a partial conversion by a Lender will not be permitted and (y) no existing Lender shall be required to be an Extending Lender. 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, such Extended Revolving Commitment shall be treated identically with all Existing Revolving Commitments for purposes of the obligations of a Revolving Facility Lender in respect of Swingline Loans under Section 2.01(c) and Letters of Credit under Section 2.032.05, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the each applicable L/C Issuer, as applicable, have Issuer has consented to such extensions in their its sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 Amendment” but no other existing Lender). No Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million 25,000,000 or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million5,000,000. In addition to any terms and changes required or permitted by Section 2.17(a2.23(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 2.11 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) if, on any Extension Effective DateDate with respect to any Revolving Facility Commitments, 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. (f) This Section 2.17 2.23 shall supersede any provisions in Section 2.12 2.19 or Section 11.01 9.08 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 Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.23.

Appears in 2 contracts

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

Extended Term Loans and Extended Revolving Commitments. (a) Parent Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class Tranche of Term Loans (each, an “Existing Term Loan Tranche”) or the Loans then-existing Revolving Commitments (the “Existing Revolving Commitments”), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such applicable ClassExisting Term Loan Tranche (any such Term Loans which have been so converted, the “Extended Term Loans”) with or such Existing Revolving Commitments (any such Revolving Commitments which have been so converted, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.172.14. In order to establish any Extended Term LoansLoans or Extended Revolving Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Term Lenders or each of the Revolving Lenders under the applicable Existing Term Loan Tranche or Existing Revolving Commitments, as applicable) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans or Extended Revolving Commitments to be established, which shall (x) be substantially identical as offered to each Term Lender under the relevant Existing Term Loan Tranche and/or be identical as offered to each Revolving Lender under the relevant Existing Revolving Commitments, as applicable (in each case, including as to the proposed interest rates and fees payable) and (y) be identical to those applicable to the Term Loans under the relevant Existing Term Loans Loan Tranche from which such Extended Term Loans are to be converted or the Revolving Loans under the relevant Existing Revolving Commitments from which the Extended Revolving Commitments are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity)applicable, except that: : (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that Loan Tranche to the amortization payments extent provided in the applicable Extension Amendment; (ii) repayments of principal with respect of the Extended Revolving Commitments may be delayed to such Extended Term Loans for later dates than the period prior Maturity Date applicable to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; Revolving Commitments; (Aiii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Effective Yield with respect to the Extended Term Loans or the interest rate and fees on the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Effective Yield for the Term Loans of such Existing Term Loans Loan Tranche or the interest rate and (B) additional fees and/or premiums may be payable of such Existing Revolving Commitments, as applicable, to the Extending Lenders providing extent provided in the applicable Extension Amendment; (iv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans in addition or Extended Revolving Commitments); (v) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any of the items contemplated by the preceding clause such proceeds to prepay such Extended Term Loans; (A); (ivvi) the Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment premiumsof such Extended Term Loans) and mandatory prepayment terms as may be agreed between by the Parent Borrower and the Extending Lenders so long as thereof; and (vii) such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties or Extended Revolving Commitments may be subject to covenants and have other terms for (other than those described in the benefit of the Extending Lenders preceding clauses (i) through (vi)) that apply only after the Final Maturity Date differ from those of the Existing Term Loans (before giving effect Loan Tranche or Existing Revolving Commitments, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans); and (vi) no existing Lender Loans or Extended Revolving Commitments than the provisions applicable to the Existing Term Loan Tranche or Existing Revolving Commitments, as applicable, or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans or Extended Revolving Commitments converted pursuant to any Extension Request shall be required designated a series (each, an “Extension Series”) of Extended Term Loans or Extended Revolving Commitments, as applicable, for all purposes of this Agreement; provided that, subject to providethe requirements set forth above, consent to or convert into any Extended Term Loans and no Loans of converted from an Existing Term Loan Tranche or Extended Revolving Commitments converted from Existing Revolving Commitments may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Lenders will be converted without such party’s affirmative consent theretoExisting Term Loan Tranche or Existing Revolving Commitments, as applicable. (b) The Borrowers may at any time and from time With respect 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice subject to the Administrative Agent (a “Revolving provisions of Section 2.17(o), to the extent dealing with Letters of Credit Extension Request”) setting forth which mature or expire after the proposed terms of the Extended Revolving Commitments to be established, which terms shall be substantially identical to those Maturity Date applicable to the Existing Revolving Commitments, as determined by the Parent Borrower in good faith and such determination all Letters of Credit shall be conclusive evidence that such terms are substantially identical to such Existing participated in on a pro rata basis by all Lenders with Revolving Commitment Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (unless a Lender shall have objected thereto and, except as provided in writing within 5 Business Days and has set forth such Lender’s objections with specificitySection 2.17(o), without giving effect to changes thereto on the Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except that: for (ix) the maturity date payments of the interest and fees at different rates on Extended Revolving Commitments shall be later than the maturity date of the Existing Revolving Commitments; (iiand related outstandings) and (Ay) 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 and/or (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or in lieu of repayments required upon 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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing any Revolving Commitments (before giving effect to the or Extended Revolving Commitments); and (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. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Class into an Extended Class Term Loan Tranche or Existing Revolving Commitments are requested to respond, and shall agree to such procedures, if any, as may be effectiveestablished by, which shall be a date reasonably satisfactory to or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. Each No Lender shall have any obligation to agree to have any of an its Term Loans of any Existing Class that is requested Term Loan Tranche converted into Extended Term Loans or of any Existing Revolving Commitments converted into Extended Revolving Commitments pursuant to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each other Lender of such Existing Classany Extension Request. Any Lender (to the extent applicableeach, an “Extending Lender”) wishing to have all or a portion of its Existing Class Loans or Commitments subject to such Extension Request converted into an Extended Class Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Class subject to such Extension Request that Term Loan Tranche or its Existing Revolving Commitments which it has elected to convert request be converted into an Extended ClassTerm Loans or Extended Revolving Commitments, as applicable, (subject to any minimum denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate portion principal amount of Term Loans under the applicable Existing Class subject to Extension Elections Term Loan Tranche exceeds the amount of the Extended Class Term Loans requested pursuant to the such Extension Request, the portion Term Loans of the such Existing Class converted Term Loan Tranche subject to such Extension Elections shall be allocated converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in such Extension Elections, subject to such rounding requirements as may be established by the Administrative Agent. In the event that the aggregate principal amount of Existing Class Revolving Commitments subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Commitments requested pursuant to such Extension Request, Revolving Commitments subject to such Extension Elections shall be converted to Extended Revolving Commitments on a pro rata basis based on the aggregate principal amount of Revolving Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may beElections. (d) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit amendment (each, an “Extension Amendment executed by Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Lender providing an Extended Term Loan or Extended Revolving Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.14(a) above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender). No Additional Credit The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionAmendment. In addition After giving effect to any terms and changes required or permitted by Section 2.17(a)the Extension, the Additional Credit Extension Amendment Loans so extended shall amend cease to be a part of the scheduled amortization payments pursuant to Section 2.05 with respect Tranche they were a part of immediately prior to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension AmendmentExtension. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) Extensions consummated by the Borrower pursuant to this Section 2.14 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) with respect to Extended Revolving Commitments, if the aggregate amount extended is less than the LC Commitment, the LC Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date applicable to the Existing Revolving Commitments (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date of the Existing Revolving Commitments), and, if applicable, the Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 103% of the stated amount of such Letters of Credit. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans or Extended Revolving Commitments on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.14; provided that such consent shall not be deemed to be an acceptance of any Extension Request. (f) Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) reasonably necessary to (i) reflect the existence and terms of any Extended Term Loans or Extended Revolving Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 5.02(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of each Existing the Term Loan shall be deemed reduced by Loans thereunder in an amount equal to the aggregate principal amount converted into an of the Extended Term Loan, (ii) the amount of each Existing Revolving Commitment shall be deemed reduced by an amount equal Loans converted pursuant to the applicable Extension (with such amount converted into an Extended Revolving Commitment and to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 5.02(a)), (iii) if, on any Extension Effective Date, any Loans of any Extending Lender are outstanding under the applicable Existing Revolving Commitments, make such Loans (and any related participations) shall be deemed other changes 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 (this Agreement and the other persons specified in Credit Documents consistent with the definition provisions and intent of Additional Credit Extension Amendment but no other existing LenderSection 13.12(d), (iv) establish new Tranches in respect of Loans so extended and such technical amendments as may be necessary in connection with the Additional Credit Extension Amendment may provide for establishment of such new Tranches, in each case, on terms consistent with this Section 2.14 and (v) effect such other amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.14, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment.

Appears in 2 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent in accordance with this Section 2.172.21(a). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans and the Weighted Average Life to Maturity of such Extended Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extensionLoans; (iii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and and/or (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders;; and (v) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers Borrower 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 in accordance with this Section 2.172.21(b). In order to establish any Extended Revolving Commitments, the Borrowers Borrower shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent Borrower in good faith and Commitments from which such determination shall Extended Revolving Commitments are to be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted 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 (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn revolving commitment fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (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 subclause (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) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 AgentBusiness Day. 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 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, such Extended Revolving Commitment 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 2.032.05, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the each applicable L/C Issuer, as applicable, have Issuing Bank has consented to such extensions in their its sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million 10,000,000 or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million5,000,000. In addition to any terms and changes required or permitted by Section 2.17(a2.21(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 2.10 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) if, on any Extension Effective DateDate with respect to any Class of Revolving Commitments, 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. (f) This Section 2.17 2.21 shall supersede any provisions in Section 2.12 2.18 or Section 11.01 9.02 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 Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.21.

Appears in 2 contracts

Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Borrower The Company may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $50,000,000 (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Company shall provide the applicable Extension Request shall specify at least ten (10) Business Days, or such shorter period as the Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Borrowers may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$50,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 2 contracts

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

Extended Term Loans and Extended Revolving Commitments. (a) Parent Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class Tranche of Term Loans (each, an “Existing Term Loan Tranche”) or the Loans then‑existing Revolving Commitments (the “Existing Revolving Commitments”), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such applicable ClassExisting Term Loan Tranche (any such Term Loans which have been so converted, the “Extended Term Loans”) with or such Existing Revolving Commitments (any such Revolving Commitments which have been so converted, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.172.14. In order to establish any Extended Term LoansLoans or Extended Revolving Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Term Lenders or each of the Revolving Lenders under the applicable Existing Term Loan Tranche or Existing Revolving Commitments, as applicable) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans or Extended Revolving Commitments to be established, which shall (x) be substantially identical as offered to each Term Lender under the relevant Existing Term Loan Tranche and/or be identical as offered to each Revolving Lender under the relevant Existing Revolving Commitments, as applicable (in each case, including as to the proposed interest rates and fees payable) and (y) be identical to those applicable to the Term Loans under the relevant Existing Term Loans Loan Tranche from which such Extended Term Loans are to be converted or the Revolving Loans under the relevant Existing Revolving Commitments from which the Extended Revolving Commitments are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity)applicable, except that: : (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that Loan Tranche to the amortization payments extent provided in the applicable Extension Amendment; (ii) repayments of principal with respect of the Extended Revolving Commitments may be delayed to such Extended Term Loans for later dates than the period prior Maturity Date applicable to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; Revolving Commitments; (Aiii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Effective Yield with respect to the Extended Term Loans or the interest rate and fees on the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Effective Yield for the Term Loans of such Existing Term Loans Loan Tranche or the interest rate and (B) additional fees and/or premiums may be payable of such Existing Revolving Commitments, as applicable, to the Extending Lenders providing extent provided in the applicable Extension Amendment; (iv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans in addition or Extended Revolving Commitments); (v) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any of the items contemplated by the preceding clause such proceeds to prepay such Extended Term Loans; (A); (ivvi) the Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment premiumsof such Extended Term Loans) and mandatory prepayment terms as may be agreed between by the Parent Borrower and the Extending Lenders so long as thereof; and (vii) such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties or Extended Revolving Commitments may be subject to covenants and have other terms for (other than those described in the benefit of the Extending Lenders preceding clauses (i) through (vi)) that apply only after the Final Maturity Date differ from those of the Existing Term Loans (before giving effect Loan Tranche or Existing Revolving Commitments, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans); and (vi) no existing Lender Loans or Extended Revolving Commitments than the provisions applicable to the Existing Term Loan Tranche or Existing Revolving Commitments, as applicable, or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans or Extended Revolving Commitments converted pursuant to any Extension Request shall be required designated a series (each, an “Extension Series”) of Extended Term Loans or Extended Revolving Commitments, as applicable, for all purposes of this Agreement; provided that, subject to providethe requirements set forth above, consent to or convert into any Extended Term Loans and no Loans of converted from an Existing Term Loan Tranche or Extended Revolving Commitments converted from Existing Revolving Commitments may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Lenders will be converted without such party’s affirmative consent theretoExisting Term Loan Tranche or Existing Revolving Commitments, as applicable. (b) The Borrowers may at any time and from time With respect 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice subject to the Administrative Agent (a “Revolving provisions of Section 2.17(o), to the extent dealing with Letters of Credit Extension Request”) setting forth which mature or expire after the proposed terms of the Extended Revolving Commitments to be established, which terms shall be substantially identical to those Maturity Date applicable to the Existing Revolving Commitments, as determined by the Parent Borrower in good faith and such determination all Letters of Credit shall be conclusive evidence that such terms are substantially identical to such Existing participated in on a pro rata basis by all Lenders with Revolving Commitment Commitments in accordance with their Pro Rata Share of the Aggregate Commitments (unless a Lender shall have objected thereto and, except as provided in writing within 5 Business Days and has set forth such Lender’s objections with specificitySection 2.17(o), without giving effect to changes thereto on the Maturity Date with respect to Letters of Credit theretofore incurred or issued) and all borrowings under the Aggregate Commitments and repayments thereunder shall be made on a pro rata basis (except that: for (ix) the maturity date payments of the interest and fees at different rates on Extended Revolving Commitments shall be later than the maturity date of the Existing Revolving Commitments; (iiand related outstandings) and (Ay) 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 and/or (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or in lieu of repayments required upon 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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing any Revolving Commitments (before giving effect to the or Extended Revolving Commitments); and (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. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days (or such shorter period as to which the Administrative Agent may consent) prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Class into an Extended Class Term Loan Tranche or Existing Revolving Commitments are requested to respond, and shall agree to such procedures, if any, as may be effectiveestablished by, which shall be a date reasonably satisfactory to or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.14. Each No Lender shall have any obligation to agree to have any of an its Term Loans of any Existing Class that is requested Term Loan Tranche converted into Extended Term Loans or of any Existing Revolving Commitments converted into Extended Revolving Commitments pursuant to be extended shall be offered the opportunity to convert its Existing Class into the Extended Class on the same basis as each other Lender of such Existing Classany Extension Request. Any Lender (to the extent applicableeach, an “Extending Lender”) wishing to have all or a portion of its Existing Class Loans or Commitments subject to such Extension Request converted into an Extended Class Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Class subject to such Extension Request that Term Loan Tranche or its Existing Revolving Commitments which it has elected to convert request be converted into an Extended ClassTerm Loans or Extended Revolving Commitments, as applicable, (subject to any minimum denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the aggregate portion principal amount of Term Loans under the applicable Existing Class subject to Extension Elections Term Loan Tranche exceeds the amount of the Extended Class Term Loans requested pursuant to the such Extension Request, the portion Term Loans of the such Existing Class converted Term Loan Tranche subject to such Extension Elections shall be allocated converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in such Extension Elections, subject to such rounding requirements as may be established by the Administrative Agent. In the event that the aggregate principal amount of Existing Class Revolving Commitments subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Commitments requested pursuant to such Extension Request, Revolving Commitments subject to such Extension Elections shall be converted to Extended Revolving Commitments on a pro rata basis based on the aggregate principal amount of Revolving Commitments included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may beElections. (d) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit amendment (each, an “Extension Amendment executed by Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Lender providing an Extended Term Loan or Extended Revolving Commitment thereunder, which shall be consistent with the provisions set forth in Section 2.14(a) above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender). No Additional Credit The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionAmendment. In addition After giving effect to any terms and changes required or permitted by Section 2.17(a)the Extension, the Additional Credit Extension Amendment Loans so extended shall amend cease to be a part of the scheduled amortization payments pursuant to Section 2.05 with respect Tranche they were a part of immediately prior to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension AmendmentExtension. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) Extensions consummated by the Borrower pursuant to this Section 2.14 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) with respect to Extended Revolving Commitments, if the aggregate amount extended is less than the LC Commitment, the LC Commitment shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date applicable to the Existing Revolving Commitments (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date of the Existing Revolving Commitments), and, if applicable, the Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 103% of the stated amount of such Letters of Credit. The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.14 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans or Extended Revolving Commitments on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.01, 5.02, 5.03, 13.02 or 13.06) or any other Credit Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.14; provided that such consent shall not be deemed to be an acceptance of any Extension Request. (f) Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) reasonably necessary to (i) reflect the existence and terms of any Extended Term Loans or Extended Revolving Commitments incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 5.02(a) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of each Existing the Term Loan shall be deemed reduced by Loans thereunder in an amount equal to the aggregate principal amount converted into an of the Extended Term Loan, (ii) the amount of each Existing Revolving Commitment shall be deemed reduced by an amount equal Loans converted pursuant to the applicable Extension (with such amount converted into an Extended Revolving Commitment and to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 5.02(a)), (iii) if, on any Extension Effective Date, any Loans of any Extending Lender are outstanding under the applicable Existing Revolving Commitments, make such Loans (and any related participations) shall be deemed other changes 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 (this Agreement and the other persons specified in Credit Documents consistent with the definition provisions and intent of Additional Credit Extension Amendment but no other existing LenderSection 13.12(d), (iv) establish new Tranches in respect of Loans so extended and such technical amendments as may be necessary in connection with the Additional Credit Extension Amendment may provide for establishment of such new Tranches, in each case, on terms consistent with this Section 2.14 and (v) effect such other amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.14, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment.

Appears in 2 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $20,000,000 (or such lesser amount as the Loans of such applicable Class, the Administrative Agent may agree) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.18. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, taken as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity)whole, except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal and the final scheduled maturity date of the Extended Term Loans shall may be delayed to later dates than than, or be reduced to a lesser amount than, the scheduled amortization payments of principal of and the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the final scheduled maturity date of the Term Loans of such Existing Term Loans is no greater than Loan Class to the amounts due immediately prior to such extensionextent provided in the applicable Additional Credit Extension Amendment; (Aii) the interest rates (pricing terms, including through fixed interest rates), interest margins, interest rate floors, upfront fees, funding discounts, original issue discounts discount, prepayment premiums, call protection, and premiums otherwise, with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront, structuring, arrangement, and other fees and/or premiums may be payable paid to the Extending Lenders providing such Extended Term Loans in addition to any arrangers of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and or the Extending Lenders so long Term Lenders, as such Extended Term Loans do not participate on a greater than pro rata basis applicable, to the extent provided in the applicable Additional Credit Extension Amendment and any such mandatory prepayments as compared to then-existing Term Loan Lenders;fee or engagement letters related thereto; and (viii) the Additional Credit Parties Extension Amendment may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify (which may be in the form of a term sheet) at least five (5) Business Days, or such shorter period as the Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically with all Existing Revolving Commitments for purposes of Administrative Agent and acceptable to the obligations of a Revolving Lender in respect of Swingline Loans under Section 2.01(c) and Letters of Credit under Section 2.03, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extensionBorrower). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An The Borrower may, at any time and from time to time, with the consent of each Person providing an Extended Class Revolving Commitment (such Lender an “Extending Revolving Lender”) and the Administrative Agent, 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 and as otherwise provided by the definition of Extended Revolving Commitments; provided that (i) any extension of the Revolving Commitments, as determined at any date, shall be conditioned on the agreement by the Requisite Revolving Lenders on such date of determination to extend their Revolving Commitments, (ii) the establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the previously existing Revolving Commitments, (iii) any reduction in the applicable Revolving Commitments may, at the option of the Borrower, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (iv) any Extended Revolving Commitments provided pursuant to this clause (d) shall be in a minimum principal amount of $10,000,000. (e) Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Credit Parties, the Administrative Agent and each Extending Lenders Term Lender or Extending Revolving Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required as provided above). No Each Additional Credit Extension Amendment shall provide for be binding on the Lenders, the Credit Parties and the other parties hereto. In connection with any Class Additional Credit Extension Amendment, the Credit 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, and in the case of (xExtended Revolving Commitments, the consent of the Requisite Revolving Lenders on such date of determination) in order to ensure that the Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) 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 an aggregate principal amount that is less than $5.0 millionconnection therewith as may be reasonably requested by the Administrative Agent. In addition No Lender shall be under any obligation to provide any terms and changes required Extended Term Loan or permitted by Section 2.17(a)Extended Revolving Commitment. (f) For the avoidance of doubt, the no Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans result in an increase in the same proportion as aggregate principal amount of Term Loans, Revolving Commitments and Extended Revolving Commitments above the amount of Existing Term Loans to be converted pursuant that was outstanding immediately prior to such Additional Credit Extension Amendment. (eg) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.18 shall override any provision of Section 10.05 to the contrary.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC), Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan B Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents provided pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 2 contracts

Samples: Restatement Agreement (Delphi Automotive PLC), Credit Agreement (Delphi Automotive PLC)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Borrower The Borrowers may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $25,000,000 (or such lesser amount as the Loans of such applicable Class, the Administrative Agent may reasonably agree) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower applicable Borrower(s) shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than than, or be reduced to a lesser amount than, the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the pricing terms, including interest rates (including through fixed margins and interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The applicable Borrower(s) shall provide the applicable Extension Request shall specify at least 10 Business Days, or such shorter period as the Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the applicable Borrower(s)). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the applicable Borrower(s)). (d) The Borrowers may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$25,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the applicable Borrower(s), the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 2 contracts

Samples: Credit Agreement (CONDUENT Inc), Credit Agreement (CONDUENT Inc)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Borrower The applicable Borrowers may at any time and from time to time request that all or a portion of the Term Loans of any Class Class, in an aggregate principal amount of not less than $25,000,000 (or, if less, the entire remaining amount of such Class); provided that such $25,000,000 minimum Extension Request shall not apply with respect to Term Loans of any Class with respect to which one or more Lenders of such applicable Class, the Class have previously elected to extend Term Loans pursuant to an Extension Request) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.19. In order to establish any Extended Term Loans, the Parent Borrower applicable Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers may at any time and from time to time request that all or a portion of extent provided in 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Additional Credit 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 Parent 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 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 and/or (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 CommitmentsAmendment; (iii) the Additional Credit Parties Extension Amendment may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments)Date; and (iv) no existing Lender any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments under this Agreement. (b) Any Extended Term Loans converted pursuant to any Extension Request shall be required designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to provide the limitations set forth in clause (a) above, any Extended Revolving Commitments Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and no Existing Revolving Commitments will become Extended Revolving Commitments without such party’s affirmative consent theretoconsistent with the requirements set forth above, be designated as an increase in any previously established Class of Term Loans. (c) Each The applicable Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the applicable Borrowers). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment 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) Administrative Agent and Letters of Credit under Section 2.03, except that acceptable to 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extensionBorrowers). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An The applicable Borrowers may, with the consent of each Person providing an Extended Revolving Commitment (but without the consent of any other Lenders), 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 of any Class 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 of such Class; provided that (i) the establishment of any such Extended Revolving Commitments shall result in a Class that is separate from the non-extended Revolving Commitments of the applicable Class, (ii) the extension of the Revolving Commitments of any Lender providing an Extended Revolving Commitment shall not be required to be pro rata among the Lenders of the applicable Class and (iii) other than with respect to Revolving Commitments of any Class with respect to which one or more Lenders of such Class have previously elected to extend Revolving Commitments pursuant to an Extension Request, any Extended Revolving Commitments provided pursuant to this clause (d) shall be in a minimum principal amount of $25,000,000; provided, further, that, (x) subject to the provisions of Sections 2.04(g) and 2.05(j) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Applicable Percentage of Revolving Commitment (and except as provided in Sections 2.04(g) and 2.05(j), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments ) which have more than 10 different maturity dates. (e) Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the applicable Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Section 2.19). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect 2.19) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.19 shall override any provision of Section 9.02 to the contrary.

Appears in 2 contracts

Samples: Amendment No. 1 (Genpact LTD), Credit Agreement (Genpact LTD)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment, (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Yield for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Lenders providing such Extended existing Term Loans Lenders, in addition each case, to any of the items contemplated by extent provided in the preceding clause (A);applicable Additional Credit Extension Amendment, and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Initial Term Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender, an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with only the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified Lender other than those consents provided in the definition of Additional Credit Extension Amendment but no other existing Lenderthis Section 2.21). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Security 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as Administrative Agent. Notwithstanding anything herein to the contrary, with respect to any amendment to an existing Mortgage relating to Mortgaged Property located in New Jersey and Ohio, the Borrower shall not be required to deliver to the Administrative Agent or the Collateral Agent a datedown endorsement to any existing mortgage title policy relating to such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsMortgaged Property. (f) This The provisions of this Section 2.17 2.21 shall supersede override any provisions in provision of Section 2.12 or Section 11.01 9.02 to the contrary. Each Extended Class No conversion of Loans pursuant to any extension in accordance with this Section 2.21 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 constitute a voluntary or mandatory payment or prepayment for such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions purposes of this Section 2.17Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Select Medical Holdings Corp), Credit Agreement (Concentra Group Holdings Parent, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.15, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, the Extended Term Loans or any Tranche of Incremental Term Loans (each, an “Existing Initial Term Loan Tranche,” “Existing Extended Term Loan Tranche” and “Existing Incremental Term Loan Tranche,” respectively) or the then-existing Revolving Commitments (each, an “Existing Revolving Commitments”), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any Class payment of principal with respect to all or any portion of the principal amount (the Loans and related outstandings) of such applicable ClassInitial Term Loans, the Extended Term Loans or Incremental Term Loans (any such Term Loans which have been so converted, Extended Initial Term Loans,” “Extended Existing Term Loans” and “Extended Incremental Term Loans,” respectively) or such Revolving Commitments (any such Revolving Commitments which have been so converted, “Extended Revolving Commitments”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.15. In order to establish any Extended Term LoansLoans or Extended Revolving Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Term Lenders or each of the Revolving Lenders, as applicable) (each, an Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans or Extended Revolving Commitments to be established, which shall (x) be substantially identical as offered to each Term Lender under the relevant Existing Term Loan Tranche or be identical as offered to each Revolving Lender (in each case, including as to the proposed interest rates and fees payable) and (y) be identical to those applicable to the Term Loans under the relevant Existing Term Loans Loan Tranche from which such Extended Term Loans are to be convertedconverted or the Existing Revolving Commitments, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity)applicable, except that: : (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that Loan Tranche to the amortization payments extent provided in the applicable Extension Amendment; (ii) repayments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater Extended Revolving Commitments may be delayed to later dates than the amounts due immediately prior to such extension; Maturity Date; (Aiii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Effective Yield with respect to the Extended Term Loans or Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Effective Yield for the Existing Term Loans and (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers may at any time and from time to time request that all Existing Term Loan Tranche 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 5 Business Days and has set forth such Lender’s objections with specificity)applicable, 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 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 provided 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, such Extended Revolving Commitment 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17.;

Appears in 1 contract

Samples: First Lien Credit Agreement

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent in accordance with this Section 2.172.21(a). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: : (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans and the Weighted Average Life to Maturity of such Extended Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Existing Term Loans; ; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension;Loans; (iii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and and/or (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A); ; (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; ; and (v) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers Borrower 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 in accordance with this Section 2.172.21(b). In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 5 Business Days and has set forth such Lender’s objections with specificity), except that:Revolving (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 (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn revolving commitment fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (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 subclause (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) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 AgentBusiness Day. 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 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, such Extended Revolving Commitment 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 2.032.05, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the each applicable L/C Issuer, as applicable, have Issuing Bank has consented to such extensions in their its sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment.Term (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) if, on any Extension Effective DateDate with respect to any Class of Revolving Commitments, 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. (f) This Section 2.17 2.21 shall supersede any provisions in Section 2.12 2.18 or Section 11.01 9.02 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 Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.

Appears in 1 contract

Samples: Credit Agreement (Virtus Investment Partners, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment, (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Yield for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Lenders providing such Extended existing Term Loans Lenders, in addition each case, to any of the items contemplated by extent provided in the preceding clause (A);applicable Additional Credit Extension Amendment, and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Third A&R Term Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Revolver Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended Class shall be established amend this Agreement 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 to provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition and to any incorporate the terms and changes required or permitted by Section 2.17(a), of such Extended Revolving Commitments into this Agreement on substantially the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 same basis as provided with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, Revolving Commitments; provided that (i) the principal amount establishment of each Existing Term Loan any such Extended Revolving Commitments shall be deemed reduced accompanied by an amount equal to a corresponding reduction in the principal amount converted into an Extended Term Loan, Revolving Commitments and (ii) any reduction in the amount Revolving Commitments may, at the option of each Existing the Borrower, be directed to a disproportional reduction of the Revolving Commitment shall be deemed reduced by an amount equal to the amount converted into Commitments of any Lender providing an Extended Revolving Commitment and (iii) 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 CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17.

Appears in 1 contract

Samples: Credit Agreement (InnovAge Holding Corp.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final European Term B Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Company, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment, (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with a minimum principal amount of $200,000,000 and (iv) the aggregate amount of Revolving Commitments and Extended Revolving Commitments under which the European Borrower is a Borrower shall not at any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may betime exceed $425,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final U.S. Term A-1 Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended Class shall be established amend this Agreement 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 to provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition and to any incorporate the terms and changes required or permitted by Section 2.17(a), of such Extended Revolving Commitments into this Agreement on substantially the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 same basis as provided with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, applicable Revolving Commitments; provided that (i) the principal amount establishment of each Existing Term Loan any such Extended Revolving Commitments shall be deemed reduced accompanied by an amount equal to a corresponding reduction in the principal amount converted into an Extended Term LoanRevolving Commitments of the applicable Class, (ii) any reduction in the amount applicable Revolving Commitments may, at the option of each Existing the Company, be directed to a disproportional reduction of such Revolving Commitment shall be deemed reduced by an amount equal to the amount converted into Commitments of any Lender providing an Extended Revolving Commitment and Commitment, (iii) if, on any Extension Effective Date, any Loans of any Extending Lender are outstanding under the applicable Existing Extended Revolving Commitments, such Loans Commitments provided pursuant to this clause (and any related participationsd) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 a minimum principal amount of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17.$200,000,000 and

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent in accordance with this Section 2.172.23(a). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), the extending lenders except that: (i) the final maturity date of the Extended Term Loans shall be later than the final maturity date of the Existing Term Loans, and the Weighted Average Life to Maturity of such Extended Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and and/or mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan LendersLenders of the applicable Class; (viii) the Credit Parties may be subject to covenants and events of default applicable to such Extended Term Loans, when taken as a whole, are not materially more favorable (as determined by the Borrower in good faith) to the extending lenders than those applicable to any Term Loans remaining outstanding (except to the extent such provisions apply only after the later of the Term A Facility Maturity Date and the Incremental Term B Loan Facility Maturity Date or such other terms provisions apply equally for the benefit of the Extending Term A Lenders that apply only after and the Final Maturity Date of the Existing Incremental Term Loans B Lenders (before giving effect including with respect to the Extended Term Loanspricing); and (viiv) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such partyLender’s affirmative consent thereto. (b) The Borrowers Borrower may at any time and from time to time request that all or a portion of the Revolving Facility Commitments of any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new Class of Revolving Facility Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent in accordance with this Section 2.172.23(b). In order to establish any Extended Revolving Commitments, the Borrowers Borrower shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent Borrower in good faith and Commitments from which such determination shall Extended Revolving Commitments are to be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted 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 (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn revolving commitment fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (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 subclause (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) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Revolving Facility Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 AgentBusiness Day. 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 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; provided that (x) the Borrower may specify in its Extension Request that a Lender may convert all (but not less than all) of its Existing Class into the Extended Class, in which event a partial conversion by a Lender will not be permitted and (y) no existing Lender shall be required to be an Extending Lender. 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, such Extended Revolving Commitment shall be treated identically with all Existing Revolving Commitments for purposes of the obligations of a Revolving Facility Lender in respect of Swingline Loans under Section 2.01(c) and Letters of Credit under Section 2.032.05, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the each applicable L/C Issuer, as applicable, have Issuer has consented to such extensions in their its sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 Amendment” but no other existing Lender). No Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million 25,000,000 or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million5,000,000 (or such lesser amounts approved by the Administrative Agent). In addition to any terms and changes required or permitted by Section 2.17(a2.23(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 2.11 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) if, on any Extension Effective DateDate with respect to any Revolving Facility Commitments, 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. (f) This Section 2.17 2.23 shall supersede any provisions in Section 2.12 2.19 or Section 11.01 9.08 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 Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.23.

Appears in 1 contract

Samples: Credit Agreement (EVERTEC, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final EuropeanU.S. Term BA-1 Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Company, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment, (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with a minimum principal amount of $200,000,000 and (iv) the aggregate amount of Revolving Commitments and Extended Revolving Commitments under which the European Borrower is a Borrower shall not at any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may betime exceed $425,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Collateral Documents (other than during a Collateral Suspension Period) 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents (other than during a Collateral Suspension Period) and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent in accordance with this Section 2.172.23(a). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), the extending lenders except that: (i) the final maturity date of the Extended Term Loans shall be later than the final maturity date of the Existing Term Loans, and the Weighted Average Life to Maturity of such Extended Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and and/or mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan LendersLenders of the applicable Class; (viii) the Credit Parties may be subject to covenants and events of default applicable to such Extended Term Loans, when taken as a whole, are not materially more favorable (as determined by the Borrower in good faith) to the extending lenders than those applicable to any Term Loans remaining outstanding (except to the extent such provisions apply only after the Term A Facility Maturity Date or such other terms provisions apply equally for the benefit of the Extending Term A Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect including with respect to the Extended Term Loanspricing); and (viiv) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such partyLender’s affirmative consent thereto. (b) The Borrowers Borrower may at any time and from time to time request that all or a portion of the Revolving Facility Commitments of any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new Class of Revolving Facility Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent in accordance with this Section 2.172.23(b). In order to establish any Extended Revolving Commitments, the Borrowers Borrower shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent Borrower in good faith and Commitments from which such determination shall Extended Revolving Commitments are to be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted 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 (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn revolving commitment fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (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 subclause (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) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Revolving Facility Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 AgentBusiness Day. 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 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; provided that (x) the Borrower may specify in its Extension Request that a Lender may convert all (but not less than all) of its Existing Class into the Extended Class, in which event a partial conversion by a Lender will not be permitted and (y) no existing Lender shall be required to be an Extending Lender. 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, such Extended Revolving Commitment shall be treated identically with all Existing Revolving Commitments for purposes of the obligations of a Revolving Facility Lender in respect of Swingline Loans under Section 2.01(c) and Letters of Credit under Section 2.032.05, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the each applicable L/C Issuer, as applicable, have Issuer has consented to such extensions in their its sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 Amendment” but no other existing Lender). No Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million 25,000,000 or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million5,000,000 (or such lesser amounts approved by the Administrative Agent). In addition to any terms and changes required or permitted by Section 2.17(a2.23(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 2.11 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) if, on any Extension Effective DateDate with respect to any Revolving Facility Commitments, 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. (f) This Section 2.17 2.23 shall supersede any provisions in Section 2.12 2.19 or Section 11.01 9.08 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 Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.23.

Appears in 1 contract

Samples: Credit Agreement (EVERTEC, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $20,000,000 (or such lesser amount as the Loans of such applicable Class, the Administrative Agent may agree) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than than, or be reduced to a lesser amount than, the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the pricing terms, including interest rates (including through fixed margins and interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least ten (10) Business Days, or such shorter period as the Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Borrower, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$10,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Cable One, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.25. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums provisions with respect to the Extended Term Loans may be different than those for applicable to the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final latest Maturity Date of the Existing Term Loans (before giving effect to the Extended any then outstanding Class of Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Term Loan Extension Request shall be designated a Series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extended Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents provided pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Credit Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Credit Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.25 shall override any provision of Section 10.5 to the contrary.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Aeroflex Holding Corp.)

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Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment, (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than those the Yield for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Lenders providing such Extended existing Term Loans Lenders, in addition each case, to any of the items contemplated by extent provided in the preceding clause (A);applicable Additional Credit Extension Amendment, and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Tranche B Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender, an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted 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, such Extended Revolving Commitment 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition subject to any terms and changes required or permitted minimum denomination requirements reasonably imposed by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, acceptable to effect the provisions of this Section 2.17.the

Appears in 1 contract

Samples: Credit Agreement (Select Medical Corp)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final U.S. Term A-1 Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Company, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment, (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with a minimum principal amount of $200,000,000 and (iv) the aggregate amount of Revolving Commitments and Extended Revolving Commitments under which a European Borrower is a Borrower shall not at any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may betime exceed $1,000,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Collateral Documents (other than during a Collateral Suspension Period) 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents (other than during a Collateral Suspension Period) and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment; and (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoextent provided in the applicable Additional Credit Extension Amendment. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Company, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment, (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with a minimum principal amount of $200,000,000 and (iv) the aggregate amount of Revolving Commitments and Extended Revolving Commitments under which a European Borrower is a Borrower shall not at any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may betime exceed $1,000,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. No Lender shall be under any obligation to provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million Loan or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Borrower The applicable Borrowers may at any time and from time to time request that all or a portion of the Term Loans of any Class Class, in an aggregate principal amount of not less than $25,000,000 (or, if less, the entire remaining amount of such Class); provided that such $25,000,000 minimum Extension Request shall not apply with respect to Term Loans of any Class with respect to which one or more Lenders of such applicable Class, the Class have previously elected to extend Term Loans pursuant to an Extension Request) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.19. In order to establish any Extended Term Loans, the Parent Borrower applicable Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers may at any time and from time to time request that all or a portion of extent provided in 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Additional Credit 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 Parent 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 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 and/or (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 CommitmentsAmendment; (iii) the Additional Credit Parties Extension Amendment may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments)Date; and (iv) no existing Lender any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments under this Agreement. (b) Any Extended Term Loans converted pursuant to any Extension Request shall be required designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to provide the limitations set forth in clause (a) above, any Extended Revolving Commitments Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and no Existing Revolving Commitments will become Extended Revolving Commitments without such party’s affirmative consent theretoconsistent with the requirements set forth above, be designated as an increase in any previously established Class of Term Loans. (c) Each The applicable Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the applicable Borrowers). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment 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) Administrative Agent and Letters of Credit under Section 2.03, except that acceptable to 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extensionBorrowers). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An The applicable Borrowers may, with the consent of each Person providing an Extended Revolving Commitment (but without the consent of any other Lenders), 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 of any Class 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 of such Class; provided that (i) the establishment of any such Extended Revolving Commitments shall result in a Class that is separate from the non-extended Revolving Commitments of the applicable Class, (ii) the extension of the Revolving Commitments of any Lender providing an Extended Revolving Commitment shall not be required to be pro rata among the Lenders of the applicable Class and (iii) other than with respect to Revolving Commitments of any Class with respect to which one or more Lenders of such Class have previously elected to extend Revolving Commitments pursuant to an Extension Request, any Extended Revolving Commitments provided pursuant to this clause (d) shall be in a minimum principal amount of $25,000,000; provided, further, that, (x) subject to the provisions of Sections 2.04(g) and 2.05(j) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Applicable Percentage of Revolving Commitment (and except as provided in Sections 2.04(g) and 2.05(j), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments ) which have more than 10 different maturity dates. (e) Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the applicable Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Section 2.19). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything , the Loan Parties shall deliver such 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 the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing provide any Extended Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) the amount of each Existing Revolving Commitment shall be deemed reduced by an amount equal to the amount converted into an or Extended Revolving Commitment and (iii) 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 CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.19 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Genpact LTD)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $200,000,000 (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least ten (10) Business Days, or such shorter period as the Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Borrower, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$200,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Mylan Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final European Term B-1 Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Company, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment, (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with a minimum principal amount of $200,000,000 and (iv) the aggregate amount of Revolving Commitments and Extended Revolving Commitments under which the European Borrower is a Borrower shall not at any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may betime exceed $425,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment; and (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoextent provided in the applicable Additional Credit Extension Amendment. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Letters Revolving Commitments of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C IssuerClass, as applicable(ii) any reduction in the Revolving Commitments may, have consented at the option of the Company, be directed to a disproportional reduction of such extensions in their sole discretion (it being understood that no consent Revolving Commitments of any other Lender providing an Extended Revolving Commitment, (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with a minimum principal amount of $200,000,000 and (iv) the aggregate amount of Revolving Commitments and Extended Revolving Commitments under which the European Borrower is a Borrower shall not at any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may betime exceed $1,000,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. No Lender shall be under any obligation to provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million Loan or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension;applicable Additional Credit Extension Amendment; and (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoextent provided in the applicable Additional Credit Extension Amendment. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Company, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment, (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with a minimum principal amount of $200,000,000 and (iv) the aggregate amount of Revolving Commitments and Extended Revolving Commitments under which the European Borrower is a Borrower shall not at any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may betime exceed $1,000,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. No Lender shall be under any obligation to provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million Loan or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan A Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. No Lender shall have any obligation to agree to have any of its Revolving Loans of any Class converted into Extended Revolving Commitments. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents provided pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Collateral Documents (other than during a Collateral Suspension Period) 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents (other than during a Collateral Suspension Period) and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Restatement Agreement (Delphi Automotive PLC)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Each Borrower may at any time and from time to time request that all or a portion of the its Term Loans of any Class in an aggregate principal amount of not less than $100,000,000 (or, if less, the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final European Term B Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Company). (d) The Company may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Company, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$200,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Restatement Agreement (Constellation Brands, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.25. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums provisions with respect to the Extended Term Loans may be different than those for applicable to the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final latest Maturity Date of the Existing Term Loans (before giving effect to the Extended any then outstanding Class of Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Term Loan Extension Request shall be designated a Series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extended Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swinglineswing line lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents provided pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Credit Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Credit Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.25 shall override any provision of Section 10.5 to the contrary.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Aeroflex Holding Corp.)

Extended Term Loans and Extended Revolving Commitments. (a) The Parent Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent with this Section 2.17. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension; (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 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, such Extended Revolving Commitment 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, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million. In addition to any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17.

Appears in 1 contract

Samples: Credit Agreement (Live Nation Entertainment, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Borrower The Company may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $50,000,000 (or, if less the Loans entire remaining amount of such applicable Class, the ) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Company shall provide a notice to the Term Administrative Agent (who shall provide a copy of such notice to each of the Term Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts margins and premiums call protection with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Additional Credit Parties Extension Amendment may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term B Loan Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Company shall provide the applicable Extension Request shall specify at least five (5) Business Days, or such shorter period as the Term Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Term Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Term Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Term Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Term Administrative Agent and acceptable to the Company). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Term Administrative Agent and acceptable to the Company). (d) The Borrowers may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Revolving Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$50,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the applicable Borrowers, the Applicable Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Collateral Agent shall amend enter into such amendments to the scheduled amortization payments Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender other than those consents provided pursuant to Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents and shall deliver such other customary documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted Collateral Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Dole PLC)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Any Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) : all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extension; (A) applicable Additional Credit Extension Amendment; the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower applicable Additional Credit Extension Amendment; and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Additional Credit Parties Extension Amendment may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan A Maturity Date of the Existing Date. Any Extended Term Loans (before giving effect converted pursuant to any Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the Extended Term Loans); and limitations set forth in clause (via) no existing Lender shall be required to provideabove, consent to or convert into any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and no Loans of such Lenders will consistent with the requirements set forth above, be converted without such party’s affirmative consent thereto. (b) The Borrowers may at designated as an increase in 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 previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17Term Loans. In order to establish any Extended Revolving Commitments, the Borrowers The Borrower Agent shall provide a notice the applicable Extension Request at least five (5) Business Days prior to the Administrative Agent (a “Revolving Credit Extension Request”) setting forth date on which Lenders under the proposed terms of the Extended Revolving Commitments applicable Existing Term Loan Class are requested to be established, which terms shall be substantially identical to those applicable to the Existing Revolving Commitments, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a respond. No Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), except that: (i) the maturity date any obligation to agree to have any 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 and/or (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or in lieu its Term Loans of any of the items contemplated by the preceding clause (A) and/or (C) the undrawn revolving credit commitment fee rate with respect Existing Term Loan Class converted into Extended Term Loans pursuant to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments; (iii) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 other Lender of such Existing ClassRequest. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower Agent). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension ElectionElection (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower Agent). Notwithstanding The Borrower Agent may, with the conversion consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline establishment of any such Extended Revolving Commitments shall be accompanied by a corresponding reduction in the Revolving Commitments and (ii) any reduction in the Revolving Commitments may, at the option of the Borrower Agent, be directed to a disproportional reduction of the Revolving Commitments of any Lender providing an Extended Revolving Commitment. No Lender shall have any obligation to agree to have any of its Revolving Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline any Class converted into Extended Revolving Commitments. Any Extended Term Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended Class Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower Agent, the applicable Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents provided pursuant to this Agreement). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments Collateral Documents (other than during a Collateral Suspension Period) 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or Extended Revolving Commitments are provided with the benefit of the applicable Collateral Documents (other than during a Collateral Suspension Period) and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving Commitments. (f) This Administrative Agent. The provisions of this Section 2.17 2.20 shall supersede override any provisions in provision of Section 2.12 or Section 11.01 9.02 to the contrary. Each Extended Class . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from a Borrower hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be documented by an Additional Credit Extension Amendment executed by the Extending Lenders providing such Extended Class (and the other persons specified that at which in accordance with normal banking procedures in the definition of Additional Credit Extension Amendment but no other existing Lender), and relevant jurisdiction the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement and the other Credit Documents as may first currency could be necessary or appropriate in the reasonable opinion of purchased by the Administrative Agent and with such other currency on the BorrowerBusiness Day immediately preceding the day on which final, non-appealable judgment is given. The obligations of the Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged, to effect the provisions fullest extent permitted by applicable law, only to the extent that, on the Business Day following receipt by the Applicable Creditor of this any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each applicable Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the Agreement Currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.17, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the applicable Borrowers.

Appears in 1 contract

Samples: Credit Agreement (Delphi Technologies PLC)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class in an aggregate principal amount of not less than $50,000,000 (or such lesser amount as the Loans of such applicable Class, the Administrative Agent may agree) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.20. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than than, or be reduced to a lesser amount than, the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the pricing terms, including interest rates (including through fixed margins and interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of at the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any time such Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoare incurred. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least ten Business Days, or such shorter period as the Administrative Agent may agree, prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may to provide that for Extended Revolving Commitments and to incorporate the maturity date for Swingline Loans and/or terms of such Extended Revolving Commitments into this Agreement on substantially the Letters of Credit may be extended and the related obligations same basis as provided with respect to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion Revolving Commitments; provided that (it being understood that no consent i) the establishment of any other 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 Borrower, be directed to a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Revolving Commitment and (other than the Extending Lendersiii) any Extended Revolving Commitments provided pursuant to this clause (d) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent a minimum principal amount of the Swingline Lender or each L/C Issuer, as the case may be$50,000,000. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted Administrative Agent. No Lender shall be under any obligation to provide any Extended Term Loan or Extended Revolving CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.20 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Cinemark Usa Inc /Tx)

Extended Term Loans and Extended Revolving Commitments. (a) Parent Borrower The applicable Borrowers may at any time and from time to time request that all or a portion of the Term Loans of any Class Class, in an aggregate principal amount of not less than $25,000,000 (or, if less, the entire remaining amount of such Class) (provided that such $25,000,000 minimum Extension Request shall not apply with respect to Term Loans of any Class with respect to which one or more Lenders of such applicable Class, the Class have previously elected to extend Term Loans pursuant to an Extension Request) (an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.19. In order to establish any Extended Term Loans, the Parent Borrower applicable Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers may at any time and from time to time request that all or a portion of extent provided in 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 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Additional Credit 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 Parent 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 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 and/or (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 CommitmentsAmendment; (iii) the Additional Credit Parties Extension Amendment may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Term Loan Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments)Date; and (iv) no existing Lender any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments under this Agreement. (b) Any Extended Term Loans converted pursuant to any Extension Request shall be required designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to provide the limitations set forth in clause (a) above, any Extended Revolving Commitments Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and no Existing Revolving Commitments will become Extended Revolving Commitments without such party’s affirmative consent theretoconsistent with the requirements set forth above, be designated as an increase in any previously established Class of Term Loans. (c) Each The applicable Borrowers shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the applicable Borrowers). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion of any Existing Revolving Commitment into an Extended Revolving Commitment, such Extended Revolving Commitment 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) Administrative Agent and Letters of Credit under Section 2.03, except that acceptable to 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extensionBorrowers). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An The applicable Borrowers may, with the consent of each Person providing an Extended Revolving Commitment (but without the consent of any other Lenders), 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 of any Class 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 of such Class; provided that (i) the establishment of any such Extended Revolving Commitments shall result in a Class that is separate from the non-extended Revolving Commitments of the applicable Class, (ii) the extension of the Revolving Commitments of any Lender providing an Extended Revolving Commitment shall not be required to be pro rata among the Lenders of the applicable Class and (iii) other than with respect to Revolving Commitments of any Class with respect to which one or more Lenders of such Class have previously elected to extend Revolving Commitments pursuant to an Extension Request, any Extended Revolving Commitments provided pursuant to this clause (d) shall be in a minimum principal amount of $25,000,000; provided, further, that, (A) subject to the provisions of Sections 2.04(g) and 2.05(j) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Applicable Percentage of Revolving Commitment (and except as provided in Sections 2.04(g) and 2.05(j), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments) and (B) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments ) which have more than ten (10) different maturity dates. (e) Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the applicable Borrowers, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no Lender other existing Lenderthan those consents required pursuant to this Section 2.19). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything , the Loan Parties shall deliver such 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 the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing provide any Extended Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) the amount of each Existing Revolving Commitment shall be deemed reduced by an amount equal to the amount converted into an or Extended Revolving Commitment and (iii) 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 CommitmentsCommitment. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.19 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Genpact LTD)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans and the Weighted Average Life to Maturity of such Extended Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extensionLoans; (iii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A); (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders;; and (v) the Credit Parties Holding and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers Borrower 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 2.172.21(b). In order to establish any Extended Revolving Commitments, the Borrowers Borrower shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 5 Business Days and has set forth such Lender’s objections with specificity), Commitments 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 OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (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 subclause (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) the Credit Parties Holdings and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 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, such Extended Revolving Commitment 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) 2.04 and Letters of Credit under Section 2.032.05, 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 make Swingline Swing Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C IssuerIssuing Bank, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million 10,000,000 or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million5,000,000. In addition to any terms and changes required or permitted by Section 2.17(a2.21(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 2.10 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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. (f) This Section 2.17 2.21 shall supersede any provisions in Section 2.12 2.18 or Section 11.01 9.02 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 Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.21.

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the “Existing Term Loans”) be converted into a new Class of Term Loans (the Loans of such applicable Class, the “Extended Term Loans”) with terms consistent in accordance with this Section 2.172.21(a). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to the Existing Term Loans from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: : (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans and the Weighted Average Life to Maturity of such Extended Term Loans shall be longer than the then remaining Weighted Average Life to Maturity of the Existing Term Loans; ; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior to the maturity date of the Existing Term Loans is no greater than the amounts due immediately prior to such extension;Loans; (iii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Term Loans may be different than those for the Existing Term Loans and and/or (B) additional fees and/or premiums may be payable to the Extending Lenders providing such Extended Term Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A); ; (iv) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; ; and (v) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent thereto. (b) The Borrowers Borrower 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 in accordance with this Section 2.172.21(b). In order to establish any Extended Revolving Commitments, the Borrowers Borrower shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent Borrower in good faith and Commitments from which such determination shall Extended Revolving Commitments are to be conclusive evidence that such terms are substantially identical to such Existing Revolving Commitment (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: : -89- (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 (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn revolving commitment fees, funding discounts, original issue discounts OID and premiums with respect to the Extended Revolving Commitments may be different than those for the Existing Revolving Commitments and/or (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 subclause (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) the Credit Parties Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Latest Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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. (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the applicable 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 AgentBusiness Day. 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 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, such Extended Revolving Commitment 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 2.032.05, 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 make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the each applicable L/C Issuer, as applicable, have Issuing Bank has consented to such extensions in their its sole discretion (it being understood that no consent of any other Lender (other than the Extending Lenders) shall be required in connection with any such extension). In no event may the Swingline Sublimit or the L/C Sublimit be increased without the consent of the Swingline Lender or each L/C Issuer, as the case may be. (d) An Extended 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 (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million 10,000,000 or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 million5,000,000. In addition to any terms and changes required or permitted by Section 2.17(a2.21(a), the Additional Credit Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.05 2.10 with respect to the Existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same -90- proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) if, on any Extension Effective DateDate with respect to any Class of Revolving Commitments, 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. (f) This Section 2.17 2.21 shall supersede any provisions in Section 2.12 2.18 or Section 11.01 9.02 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 Credit Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.172.

Appears in 1 contract

Samples: Credit Agreement (Virtus Investment Partners, Inc.)

Extended Term Loans and Extended Revolving Commitments. (a) Parent The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (the Loans of such applicable Class, the an “Existing Term LoansLoan Class”) be converted into to extend the scheduled maturity date(s) of any payment of principal with respect to all or a new Class portion of any principal amount of such Term Loans (the any such Term Loans of such applicable Classwhich have been so converted, the “Extended Term Loans”) with and to provide for other terms consistent with this Section 2.172.21. In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the Existing Term Loan Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially identical to those applicable to consistent with the Term Loans under the Existing Term Loans Loan Class from which such Extended Term Loans are to be converted, as determined by the Parent Borrower in good faith and such determination shall be conclusive evidence that such terms are substantially identical to such Existing Term Loans (unless a Lender shall have objected thereto in writing within 5 Business Days and has set forth such Lender’s objections with specificity), converted except that: (i) the maturity date of the Extended Term Loans shall be later than the maturity date of the Existing Term Loans; (ii) all or any of the scheduled amortization payments of principal of the Extended Term Loans shall may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loans such that the amortization payments of principal with respect to such Extended Term Loans for the period prior Loan Class to the maturity date of extent provided in the Existing Term Loans is no greater than the amounts due immediately prior to such extensionapplicable Additional Credit Extension Amendment; (Aii) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums margins with respect to the Extended Term Loans may be different than those the Applicable Rate for the Term Loans of such Existing Term Loans Loan Class and (B) additional upfront fees and/or premiums may be payable paid to the Extending Term Lenders providing such Extended Term Loans to the extent provided in addition to any of the items contemplated by the preceding clause (A);applicable Additional Credit Extension Amendment; and (iviii) the Extended Term Loans Additional Credit Extension Amendment may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Parent Borrower and the Extending Lenders so long as such Extended Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to then-existing Term Loan Lenders; (v) the Credit Parties may be subject to provide for other covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Tranche B Maturity Date of the Existing Term Loans (before giving effect to the Extended Term Loans); and (vi) no existing Lender shall be required to provide, consent to or convert into any Extended Term Loans and no Loans of such Lenders will be converted without such party’s affirmative consent theretoDate. (b) The Borrowers may at Any Extended Term Loans converted pursuant to any time Extension Request shall be designated a series of Extended Term Loans for all purposes of this Agreement; provided that, subject to the limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Class may, to the extent provided in the applicable Additional Credit Extension Amendment and from time to time request that all or a portion of consistent with the Revolving Commitments of requirements set forth above, be designated as an increase in any Class (the Commitments of such applicable Class, the “Existing Revolving Commitments”) be converted into a new previously established Class of Revolving Commitments (the Commitments of such applicable Class, the “Extended Revolving Commitments”) with terms consistent with this Section 2.17. In order to establish any Extended Revolving Commitments, the Borrowers shall provide a notice to the Administrative Agent (a “Revolving Credit 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 Parent 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 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 and/or (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) the Credit Parties may be subject to covenants and other terms for the benefit of the Extending Lenders that apply only after the Final Maturity Date of the Existing Revolving Commitments (before giving effect to the Extended Revolving Commitments); and (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 theretoTerm Loans. (c) Each The Borrower shall provide the applicable Extension Request shall specify at least five (5) Business Days prior to the date (the “Extension Effective Date”) on which Lenders under the applicable Borrower proposes that the conversion of an Existing Term Loan 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 are requested to be extended respond. No Lender shall be offered the opportunity have any obligation to convert agree to have any of its Term Loans of any Existing Term Loan Class converted into the Extended Class on the same basis as each other Lender of such Existing ClassTerm Loans pursuant to any Extension Request. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into an Extended Class Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Class subject to such Extension Request that which it has elected to convert request be converted into an Extended ClassTerm Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent and acceptable to the Borrower). In the event that the aggregate portion amount of Term Loans under the Existing Term Loan Class subject to Extension Elections exceeds the amount of the Extended Class Term Loans requested pursuant to the an Extension Request, the portion Term Loans of the Existing Term Loan Class converted subject to Extension Elections shall be allocated converted to Extended Term Loans on a pro rata basis based on the amount of the Existing Class Term Loans included in each such Extension Election. Notwithstanding Election (subject to any minimum denomination requirements reasonably imposed by the conversion Administrative Agent and acceptable to the Borrower). (d) The Borrower may, with the consent of any Existing Revolving Commitment into each Person providing an Extended Revolving Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Revolving Commitment 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 2.03Commitments, except that the applicable amend this Agreement pursuant to an Additional Credit Extension Amendment may 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 Revolving Commitments; provided that (i) the maturity date for Swingline Loans and/or the Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable L/C Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent establishment of any other Lender (other than the Extending Lenders) such Extended Revolving Commitments shall be required accompanied by a corresponding reduction in connection with the Revolving Commitments and (ii) any such extension). In no event may reduction in the Swingline Sublimit or Revolving Commitments may, at the L/C Sublimit be increased without the consent option of the Swingline Borrower, be directed to a disproportional reduction of the Revolving Commitments of any Lender or each L/C Issuer, as the case may beproviding an Extended Revolving Commitment. (de) An Extended Class Term Loans and Extended Revolving Commitments shall be established pursuant to an Additional Credit Extension Amendment executed by to this Agreement among the Borrower, the Administrative Agent and each Extending Lenders Term Lender or Lender providing an Extended Revolving Commitment which shall be consistent with the provisions set forth above (and but which shall not require the consent of any other Persons specified Lender other than those consents provided in the definition of Additional Credit Extension Amendment but no other existing Lenderthis Section 2.21). No Each Additional Credit Extension Amendment shall provide for any Class of (x) Extended Term Loans in an aggregate principal amount that is less than $10.0 million or (y) Extended Revolving Commitments in an aggregate principal amount that is less than $5.0 millionbe binding on the Lenders, the Loan Parties and the other parties hereto. In addition to connection with any terms and changes required or permitted by Section 2.17(a), the Additional Credit Extension Amendment Amendment, the Loan Parties and the Administrative Agent shall amend enter into such amendments to the scheduled amortization payments 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 Section 2.05 with respect this Agreement) in order to the Existing Term Loans from which ensure that the Extended Term Loans were converted to reduce each scheduled principal repayment amounts for the Existing Term Loans in the same proportion as the amount of Existing Term Loans to be converted pursuant to such Additional Credit Extension Amendment. (e) Notwithstanding anything to the contrary contained in this Credit Agreement, on the Extension Effective Date, (i) the principal amount of each Existing Term Loan shall be deemed reduced by an amount equal to the principal amount converted into an Extended Term Loan, (ii) 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 (iii) 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 or 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 same proportion as such Extending Lender’s Existing Revolving Commitments are converted to Extended Revolving CommitmentsAdministrative Agent. (f) This Section 2.17 shall supersede any provisions in Section 2.12 or Section 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 Credit Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the The provisions of this Section 2.172.21 shall override any provision of Section 9.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Select Medical Corp)

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